Annual report
Page 1
DRAFT ANNUAL REPORT
Page 2
IMMOBILIARE GRANDE DISTRIBUZIONE SOCIETA’ DI INVESTIMENTO IMMOBILIARE QUOTATA S.P.A. Registered office in Bologna, Via Trattati Comunitari Europei 1957-2007 n. 13, T ax ID, VAT no. 00397420399 Bologna Company Register no. 458582 Share capital subscribed and paid-in: Euro 650,000,000.00 THE IGD GROUP AND IGD SIIQ S.P.A.: 2025 ANNUAL REPORT IGD SIIQ ANNUAL REPORT 2025
Page 3
5 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 / / INDEX 1 3 2 Letter to the Shareholders Corporate & Supervisory Bodies and Governance Structure - Summary Shareholders Board of Directors Board of Directors’ Activities Control and Risk Management System - Committee highlights The IGD Group Property Business performance in 2025 Income statement review Statement of financial position and financial review EPRA Performance Indicators The Stock Significant Events of the period The Real Estate Portfolio The Real Estate Portfolio Breakdown of freehold assets Italy Romania Appraisals of the Independent Experts The SIIQ status: Regulatory Environment and Information on the Company’s Compliance Organization and Human Resources Sustainability: strategy and performance 2025 Sustainability targets (connected to planning) Risks and relevant policies/actions Business Outlook Main risks and uncertainties for IGD SIIQ S.p.A. and the Group Strategic Risks Financial risks Operating risks Compliance e Governance Other considerations Intercompany and related party transactions Treasury shares Research and development Significant transactions Comment on the Parent Company’s financial and economic performance Coordination between Internal Control and Risk Management System Personnel Directors’ interests and transactions with related party transactions Board of Statuatory Auditors Appointment and replacement Composition and operation (pursuant to Article 123-bis, paragraph 2, letters d) and d-bis), TUF) Role Relations with Shareholders Shareholders’ meetings (ex Art. 123-bis, par. 2, letter c) TUF) Further Corporate Governance Practices (pursuant to Art. 123- bis(2)(a), second part, TUF) Changes since the end of the reference period Comments on the letter from the Chairman of the Corporate Governance Committee Tables 1.1 1.2 1.2.1 1.2.2 1.2.3 1.2.4 2.1 2.1.1 2.2 2.2.1 2.2.2 2.3 2.4 2.5 2.6 2.6.1 2.6.2 2.6.2.1 2.6.2.2 2.7 2.8 2.9 2.10 2.10.1 2.10.2 2.11 2.12 2.12.1 2.12.2 2.12.3 2.12.4 2.12.5 2.13 2.14 2.15 2.16 2.17 3.9.7 3.10 3.11 3.11.1 3.11.2 3.11.3 3.12 3.13 3.14 3.15 3.16 8 10 10 11 12 13 16 17 21 21 31 35 43 46 50 53 64 64 66 69 104 106 111 111 114 114 114 115 117 120 124 129 130 130 130 130 131 179 180 182 182 183 186 187 189 191 191 191 192 THE IGD GROUP REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE DIRECTORS’ REPORT 4 6 5 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 IGD SIIQ S.P.A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 GLOSSARY IGD SIIQ ANNUAL REPORT 2025 Issuer’s Profile Information on ownership stucture (pursuant to Art. 123-bis, par. 1, TUF) as at 31 december 2025 Compliance (pursuant to Art. 123- bis, par. 2, lett. a), first part TUF) Board of Directors Role of the Board of Directors Appointments and replacements (pursuant to Art. 123-bis, par. 1, lett. l), first part TUF) Composition (pursuant to Art. 123- bis, par. 2, lett. d) and d-bis), TUF) Funcioning of the Board of Directors (pursuant to Art. 123-bis, par. 2, lett. d) TUF) Role of the Chair of the Board of Directors Executive Directors Indipendent Directors and Lead Indipendent Director Handling of corporate information Internal Board Committees (pursuant to Article 123-bis, paragraph 2 (d), TUF) Board review and succession of Directors - Appointments and remuneration committee Board review and succession of Directors Nomination and compensation committee Directors’ Compensation Internal control and Risk Management System - Control and Risks Committee Chief Executive Officer Control and Risks Commitee Head of Internal Audit Function The Organisational Model ex Leg. 231/2001 Auditing Company Financial Reporting Officer 3.1 3.2 3.3 3.4 3.4.1 3.4.2 3.4.3 3.4.4 3.4.5 3.4.6 3.4.7 3.5 3.6 3.7 3 .7.1 3.7 .2 3.8 3.9 3.9.1 3.9.2 3.9.3 3.9.4 3.9.5 3.9.6 136 138 140 140 140 142 143 149 151 153 157 158 160 162 162 162 165 165 173 173 176 176 178 179 Consolidated Income statement Consolidated statement of comprehensive Income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the financial statements General information Summary of accounting standards Use of estimates Segment reporting Notes to the consolidated financial statements Management and coordination List of significant equity Investments Information pursuant to Art. 149 duodecies of Consob’s Issuers’ Regulations Certification of the consolidated financial statements External Auditors’ Report 4.1 4.2 4.3 4.4 4.5 4.6 4.6.1 4.6.2 4.6.3 4.6.4 4.6.5 4.7 4.8 4.9 4.10 4.11 200 202 203 205 206 207 207 207 221 225 228 295 296 297 298 299 Income statement Statement of comprehensive income Statement of financial position Statement of changes in equity Cash flow statement Notes to the financial statements General information Summary of accounting standards Use of estimates Notes to the separate Financial Statements Proposal for approval of the financial statements and distribution of dividends Management and coordination Information pursuant to Art. 149 duodecies of Consob’s regulations for issuers Certification of the separate financial statements Attachments External Auditors’ Report Report of the Board of Statutory Auditors 5.1 5.2 5.3 5.4 5.5 5.6 5.6.1 5.6.2 5.6.3 5.6.4 5.7 5.8 5.9 5.10 5.11 5.12 5.13 310 311 312 314 316 318 318 318 328 332 399 400 401 402 403 406 413 Glossary 6 434
Page 4
6 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 / / THE IGD GROUP DETAILED INDEX Letter to the Shareholders Corporate and Supervisory Bodies and Governance Structure - Summary Shareholders Board of Directors Board of Directors’ Activities Control and Risk Management System - Committee highlights 1.1 1.2 1.2.1 1.2.2 1.2.3 1.2.4 1
Page 5
9 8 1 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 1. IGD GROUP 1.1 / / Letter to the Shareholders IGD GROUP 1.1 LETTER TO THE SHAREHOLDERS IGD GROUP 1.1 LETTER TO THE SHAREHOLDERS Shareholders, The year just ended was intense and eventful for IGD. In the first year of the Business Plan, the initiatives underta- ken and the results achieved confirmed the soundness of the strategic choices and the Group’s ability to translate them into tangible results. First, several of the targets set in this key area of financial management have already been met. In detail, in February 2025, IGD finalised a green secured facility agreement for 615 million euros with a pool of lea- ding domestic and international financial institutions. In November, the Company issued a 5-year senior unse- cured green bond for an overall amount of €300 million, which collected orders for over 1.3 billion euros. These two transactions were fundamental milestones, al- lowing IGD to significantly extend its debt maturity pro- file, avoid costly concentration of maturities, and reduce the average cost of debt. The Company’s financial improvement efforts continued along the same lines after the end of the financial year: on 24 February 2026, the Company finalized a new loan agreement for 165 million euros with a pool of leading do- mestic and international financial institutions. This new re- financing operation allowed IGD to further extend its debt maturity profile and reduce the overall cost of debt. From an operational standpoint, the results achieved over the past twelve months have been very positive overall for the shopping centres in IGD’s portfolio. Our leasing operations have proven effective: numerous international brands have chosen our centres to open new stores and expand their presence in Italy. These choices confirm the validity of the new strategic approach outlined in the Bu- siness Plan, which focuses on building long-term partner- ships with tenants and intensifying the use of new techno- logies and innovation. These dynamics were reflected in the operating perfor- mance at year-end 2025, with year-on-year growth in footfall and mall tenants’ sales, an occupancy rate above 96%, and a 4.0% like for like increase in freehold net rental revenues. Financial year 2025 also marked the start of the disposal process of the portfolio held by IGD in Romania. Betwe- en February and December, the Company completed the sale of five properties, achieving the objective set in the Plan for the financial year. These results reinforced our conviction that the new approach—focused on enhancing the value of individual assets and targeting different mar- kets based on each property’s characteristics and poten- tial buyer profile—is the right one. We intend to continue along this path in 2026, to complete the disposal plan between 2027 and the first few months of 2028, along the lines already announced to the market. After three consecutive years of losses, IGD closed 2025 with a significant net profit, supported by stronger ope- rating and financial fundamentals, thanks to renewed in- dustrial management of the portfolio and a lower cost of debt. The Board of Directors has therefore decided to propose to the Annual General Meeting of the Sharehol- ders the distribution of a dividend of 0.15 euros per share for the financial year 2025. We have delivered on the commitment made to the mar- ket twelve months ago, when we announced IGD’s return to a dividend distribution policy. The renewed alignment with the stock market led to signi- ficant revaluations of IGD’s stock, which appreciated by over 40% over the course of 2025, reaching remarkable incremental percentages, regaining attractivity and relia- bility for many investors. We are only in the first year of a three-year plan, yet the results achieved in 2025 strengthen our confidence in the path we have taken. IGD is now expected to change its outlook and industrial posture: having improved its financial profile and reinvi- gorated its industrial performance, it must embark with calm determination on a renewed path, one that must open up to more ambitious goals of growth and deve- lopment. This is a perspective that must deal with highly conditioning contextual factors that are certainly not easy to manage. However, we are confident that we have a lean and proactive structure capable of sparking market in- terest and becoming a reliable benchmark for ambitious and value-generating initiatives. The people who work at IGD are enthusiastically and re- solutely committed to making the company a laboratory of excellence and strengthening its position in the market. We will continue to operate with discipline, responsibility and a long-term vision, pursuing increasingly ambitious objectives that fully reflect the value IGD is capable of generating. > The Chairman Antonio Rizzi > The CEO and Managing Director Roberto Zoia
Page 6
11 10 1 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 1.2 / / Corporate & Supervisory Bodies and Governance Structure – Summary Office Standing X X X Alternate X X X Chairman Auditor Auditor Auditor Auditor Auditor Board of Statutory Auditors Office Executive Non ExecutiveBoard of Directors Independent Control and Risk Committee Nomination and Compensation Committee Related Party Committee Strategic Committee Supervisory Board Giuseppe Carnesecchi (Chairman), Alessandra De Martino, Paolo Maestri. External Auditors Deloitte & Touche S.p.A. Financial Reporting Officer Emanuela Caleffi 1.2.1 / / Shareholders > SHAREHOLDER BASE AT 16 FEBRUARY 2026 > BREAKDOWN BY GENDER > INDEPENDENT/NON-INDEPENDENT DIRECTORS 1.2.2 / / Board of Directors Female Male Independent Directors Non-Independent Directors > TENURE OF BOD MEMBERS (% of the total number of Directors) > CHANGES COMPARED TO THE PRIOR MANDATE No. of Directors Prior Mandate Current Mandate % of independent Directors Directors appointed by minorities Directors’ average age Lead independent Director (LID) % of women in B.o.D. Chairman Status IGD GROUP 1.2 CORPORATE & SUPERVISORY BODIES AND GOVERNANCE STRUCTURE – SUMMARY IGD GROUP 1.2 CORPORATE & SUPERVISORY BODIES AND GOVERNANCE STRUCTURE – SUMMARY 4-6 years 6 + years 0-2 years Antonio Rizzi X X X X X X X Chairman Vice Chairman Chief Executive Officer Director Director Director Director Director Director Director Director Antonello Cestelli Edy Gambetti Antonio Cerulli Roberto Zoia Alessia Savino Daniela Delfrate Francesca Mencuccini Laura Ceccotti Mirella Pellegrini Simonetta Ciocchi X X X X X X X X X X X X X X X X X X Iacopo Lisi Juri Scardigli Barbara Idranti Laura Macrì Massimo Scarafuggi Pierluigi Brandolini 6 5 4 7 18% 9% 73% 11 4 45% 64% 59 Independent Independent No No 11 2 55% 36% 60 40.92% Coop Alleanza 3.0 49.11% Floating 9.97% Unicoop Etruria
Page 7
13 12 1 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP 1.2 CORPORATE & SUPERVISORY BODIES AND GOVERNANCE STRUCTURE – SUMMARY IGD GROUP 1.2 CORPORATE & SUPERVISORY BODIES AND GOVERNANCE STRUCTURE – SUMMARY 1.2.3 / / Board of Directors’ Activities 1.2.4 / / Control and Risk Management System – Committee highlights > NUMBER OF BOD MEETINGS > RATE OF ATTENDANCE AT THE BOD MEETINGS Board Evaluation Process Board evaluation conducted YES Advisor Egon Zehnder Self-assessment tools Anonymous questionnaires /interviews > NUMBER OF COMMITTEE MEETINGS AND DIRECTORS’ RATE OF ATTENDANCE Nominantions and Compensation Committee No. of meetingsNumber of Commitees meetings and Directors' attendance rate Attendance rate 100% 100% 100% 100% 100% 20% 100% 100% Presence of independent members (%) Control and Risk Committee Related Party Committee Strategic Committee Main elements of the control system Is an Enterprise Risk Management plan in place? YES If your answer to the previous question is yes, is the ERM plan discussed with the Committee? YES For further information, please see Chapter: 3.Report on corporate governance and ownership structure. > RATE OF ATTENDANCE AT THE CONTROL AND RISK COMMITTEE MEETINGS > NUMBER OF MEETINGS OF THE BOARD OF STATUTORY AUDITORS > RATE OF ATTENDANCE AT THE BOARD OF STATUTORY AUDITORS’ MEETINGS > NUMBER OF CONTROL AND RISK COMMITTEE MEETINGS Preparation of specific compliance programs (Antitrust/Anti- corruption/Whistleblowing..) YES 2024 2024 2023 2023 94% 2025 2025 14 14 14 86% 88% 6 6 4 5 2024 2024 2023 2023 100% 100% 7 2024 2024 2023 2023 9 100% 100% 2025 6 10 2025 95% 11 11 2025 2025 100%
Page 8
14 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 / / DIRECTORS’ REPORT DETAILED INDEX The IGD Group Property Business performance in 2025 Income statement review Statement of financial position and financial review EPRA Performance Indicators The Stock Significant Events of the period The Real Estate Portfolio The Real Estate Portfolio Breakdown of freehold assets Italy Romania Appraisals of Independent Experts The SIIQ status: Regulatory Environment and Information on the Company’s Compliance Organization and Human Resources Sustainability: strategy and performance 2025 Material topic Sustainability T argets (connected to planning) The Risks and the relative policies / actions Business Outlook Main risks and uncertainties for IGD SIIQ S.p.A. and the Group Strategic Risks Risk – Retail Market changes Risk – Attractivity of Shopping Centres Risk - Asset valuation Risk – Strategies and Investments Risk – ESG and Climate Change Financial risks Risk – Interest Rate Fluctuations Risk - Access to financial capital resources Risk – Liquidity Risk - Trade receivables Risk - Financial Counterparties Risk – Currency (LEU vs EURO) Operating risks Risk - Performance of owned properties Risk - Leasehold properties perfor- mance Risk - Tenant Risk - Leases Risk – Asset procurement risk Risk – Asset unavailability / Discontinuation of operations Risk – Environment, Health, Safety and Physical Security Risk – Talent and Key Personnel Management Compliance e Governance Risk – Compliance with HSE standards and regulations Risk – Compliance with labour-related standards and regulations Risk - Legal Risk – Tax Risk – IT, Cyber and Data Protection Risk – Management of ESG aspects Risk - Business Ethics Risk – Stakeholders Other considerations Intercompany and related party transactions Treasury shares Research and development Significant transactions Comment on the Parent Company’s financial and economic performance 2.1 2.1.1 2.2 2.2.1 2.2.2 2.3 2.4 2.5 2.6 2.6.1 2.6.2 2.6.2.1 2.6.2.2 2.7 2.8 2.9 2.10 2.10.1 2.10.2 2.10.3 2.11 2.12 2.12.1 2.12.1.1 2.12.1.2 2.12.1.3 2.12.1.4 2.12.1.5 2.12.2 2.12.2.1 2.12.2.2 2.12.2.3 2.12.2.4 2.12.2.5 2.12.2.6 2.12.3 2.12.3.1 2.12.3.2 2.12.3.3 2.12.3.4 2.12.3.5 2.12.3.6 2.12.3.7 2.12.3.8 2.12.4 2.12.4.1 2.12.4.2 2.12.4.3 2.12.4.4 2.12.4.5 2.12.4.6 2.12.4.7 2.12.4.8 2.12.5 2.13 2.14 2.15 2.16 2.17 2
Page 9
17 16 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 2. DIRECTORS’ REPORT Shareholders, The directors' report that follows combines the reports to the consolidated financial statements and to the finan- cial statements of the Parent Company Immobiliare Gran- de Distribuzione SIIQ S.p.A., to avoid the repetition that would result from providing two separate documents. The consolidated financial statements of Gruppo Immobiliare Grande Distribuzione SIIQ S.p.A. (IGD SIIQ S.p.A or IGD for short) at 31 December 2025, including this report and the notes to the financial statements, consolidate the ba- lance sheets and income statements of IGD SIIQ S.p.A. and other Group companies as listed in the paragraph re- lated to the scope of consolidation. > Alternative Performance Indicators This report contains alternative performance indicators other than the conventional indicators that are required of audited financial statements, which comply with IAS/ IFRS. Alternative performance indicators are derived from the financial statements prepared in compliance with IAS/ IFRS, but may have been calculated using other sources or alternative methods, as specified from time to time. These may not comply with the accounting standards required of audited financial statements and may not consider the accounting, recognition and measurement requirements associated with such standards. The indicators deemed significant for a better understanding of the Group’s finan- cial statements include like-for-like revenue, core business EBITDA, core business EBITDA margin, FFO, net financial position, the interest cover ratio, the average cost of debt (net of ancillary expenses, recurring and non), the gearing ratio, the loan to value, EPRA NA V METRICS (EPRA NRV , EPRA NTA, EPRA NDV), the EPRA Net Initial Yield (NIY) and EPRA 'topped-up' NIY , the EPRA Vacancy Rate, the EPRA Cost Ratios, the EPRA Earnings and the EPRA L TV (Loan to value), the calculations of which are described in the Glossary and in section 2.3 of this Directors’ Report. 2.1 / / The IGD Group IGD was the first company in Italy to obtain SIIQ (Società di Investimento Immobiliare Quotata or real estate invest- ment trust) status in 2008 and is still today the only retail real estate company that qualifies as a SIIQ. Most of the Group’s real estate assets are in Italy (94.5%). The international portfolio, which accounts for the remai- ning 5.5%, comprises the assets of Winmarkt, a Romanian chain of shopping centres which IGD controls through the equity interest in Win Magazin SA. IGD SIIQ’s perimeter of exempt operations includes the freehold assets of the Italian portfolio (around 93.4% of the total value of the Group’s portfolio). At 31 December 2025, in addition to the Group parent, Gruppo IGD comprises: > 99.9% of Arco Campus S.r.l. A company engaging in the sale, leasing and manage- ment of properties designed to become sports facilities or host activities connected to the development and dis- semination of sports; > 100% of Alliance SIINQ S.r.l. A company engaging in the sale, leasing and manage- ment of real properties for commercial use; > 100% of IGD Service S.r.l. Which not only owns the business units that hold the li- censes for the Centro Sarca, Millennium Centre, Gran Ron- dò, and Darsena centres, but also manages third party centres (Centro Nova), service activities including mana- gement of freehold and leasehold centres and the majo- rity of the operations which are not included in the SIIQ perimeter; > 99.9% of WinMagazine SA The Romanian subsidiary, through which it con- trols 100% of WinMarktManagement Srl, to whom the team of Romanian managers’ report; > 100% of Porta Medicea Srl, Responsible for the construction of the mixed-use real estate development and requalification of Li- vorno’s waterfront. The Group also holds equity investments in two real esta- te funds: > Juice Fund, in which the Group owns a 40% stake, established in financial year 2021. The portfolio consists of 5 hypermarkets and 1 supermarket. > Food Fund, in which the Group holds a 40% share, established in 2024. The fund owns a portfolio consisting of 8 hypermarkets, 3 supermarkets and 2 shopping malls. 2.1.1 / / Property IGD is a key player in Italy’s retail real estate sector. It is a listed property company and owns a rich portfolio of shopping centres located throughout Italy, with the goal of extracting medium to long-term value from them. Since 2008, IGD has also conducted business in Romania where it owns and manages a portfolio of retail real esta- te in the historical centres of mid-sized Romanian towns. This acquisition dates back to a historical moment when the strategy involved expansion abroad. The subsequent change in the macroeconomic and operational context, however, led the Company to review its geographical po- sitioning, increasingly focusing its strategy on the Italian market. In this scenario, the Romanian portfolio is included in the plan for the disposal of non-core assets outlined in the 2025-2027 Industrial Plan. The strategic approach adop- ted by the Company, based on asset-by-asset disposals, has already produced initial results in 2025, with the com- pletion of the first divestments, as better described below in the "Strategic Guidelines" section. The Group also takes into consideration, where appropria- te, the disposal of freehold assets, as part of an asset ro- tation strategy aimed at maintaining an optimal portfolio structure. > Property management and leasing The Group's most important operating activity is asset management, which concerns all the properties owned in Italy and Romania and certain assets owned by third par- ties. IGD’s main objective, through asset management, is to enhance the medium to long-term value of the portfo- lio through active management of the properties, striving to maintain them as flexible and functional as possible, and optimizing costs over the entire life cycle of the shop- ping centre. IGD's main strength lies in its ability to manage all real estate rental and management activities internally, from commercial and lease contract management to technical, operational, and facility management activities. From a commercial point of view, IGD directly analyses the catchment area, location and competitive context of each shopping centre, in order to identify the right mer- chandising mix that best meets the needs of visitors. Mo- reover, through careful turnover management, the Com- pany seizes any opportunity to constantly update the offering in its malls in light of new consumer trends, while selecting retailers with the best potential in terms of sales and reliability. IGD also designs and plans all extraordinary maintenance, DIRECTORS’ REPORT 2.1 THE IGD GROUP DIRECTORS’ REPORT 2.1 THE IGD GROUP 99.9% 100% 100% WINMAGAZIN S.A. WINMARKT MANAGEMENT s.r.l. PORTA MEDICEA s.r.l 99.9% ARCO CAMPUS s.r.l. 40% FONDO JUICE 40% FONDO FOOD 0.1% WINMAGAZIN S.A. 100%100% IGD SERVICE s.r.l. ALLIANCE SIINQ S.r.l.
Page 10
19 18 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 restyling, refurbishment and remodelling works. It is also in charge of facility management for the organization and conduct of ordinary activities, so as to ensure the effecti- ve operation of each centre, and of pilotage, which is to say the design and site management necessary for fit-out operations. A concrete example of the Group's proactive approach to asset management is the Lungo Savio shopping centre in Cesena, where a new JYSK (international furniture and home goods brand) midsize store opened in June, as part of the renovation work which followed the flood that hit the area in May 2023. The centre's operating performance at the end of 2025 showed a double-digit growth in mall footfall, with sales and hypermarket sales up nearly 8%, a clear confirmation of the effectiveness of the interven- tions implemented. Furthermore, in 2025, the plant revamps at the Tiburti- no (Rome) and Casilino (Rome) centres were completed, with the aim of improving their energy efficiency. The in- terior restyling of the Leonardo shopping centre in Imola has been completed, while work on the exterior facades and the parking lot revamp are underway, with comple- tion expected by summer 2026. At the same time, IGD has launched an innovative project to install artificial intelligence-based solutions to monitor and optimise energy consumption within its shopping centres. In the energy efficiency sector, the Company has also signed three new contracts for the construction of photovoltaic systems at the Centro Borgo (Bologna), Ti- burtino (Rome), and Portogrande (Ascoli Piceno) shop- ping centres, adding to the eight systems already opera- tional in its portfolio. > Lease management At the end of 2025, IGD had 1,207 active leases in its fre- ehold malls in Italy, as well as 370 leases in malls owned by third parties, relating to a total of over 600 tenants. During the year, the Company signed 182 new leases, including 82 renewals and 100 turnovers. The minimum guaranteed lease term before the tenant’s break option (WALB or Weighted Average Lease Break) is 2.09 years for mall tenants and 11.66 years for hypermarkets, while the average residual lease term (WAL T or Weighted Ave- rage Lease T erm) is 4.62 years for mall tenants and 11.66 years for hypermarkets. At the end of 2025 there were 434 active leases in Ro- mania. During the year, there were 54 turnovers and 290 renewals. WALB stands at 2.4 years, while WAL T is 34.0 years. IGD's commercial proposal also draws strength from a si- gnificant presence of highly attractive footfall-generating brands, known as the "anchor tenants,” both domestic and international. The main openings of the year include Ikea, which joined the IGD network in Italy at La Favori- ta centre (Mantua), Action with three different openings at Esp (Ravenna), Casilino (Rome) and Città delle Stelle (Ascoli Piceno) and Normal at Centro Tiburtino (Rome). At the end of 2025, international brands account for 44% of the total rental income in Italian malls, while in Roma- nia these brands represent 46% of the total. In Romania, international retailers account for 36.4%, national brands for 24.3%, while local brands account for 39.4%. > Asset Services for Third Parties For over twenty years, IGD has also been managing assets on behalf of third parties. This low capital-intensive activi- ty offers reasonable margins, and the Group can rely on a consolidated experience and specialised personnel. In 2024, a new "Asset Services for Third Parties" busi- ness unit was established, with the objective outlined in the 2025-2027 Business Plan of focusing on new deve- lopment opportunities arising from the provision of real estate services to third parties, and on generating value from existing contracts. With a view to further developing this Business Unit, in 2025 IGD signed an agreement with Coop Alleanza 3.0 to support the technical management, property mana- gement, and leasing activities of a portfolio of over for- ty assets, including shopping centres, hypermarkets, and supermarkets. Management mandates will be awarded to IGD by Coop Alleanza according to a progressive timeli- ne from 2026 to 2028, and, once fully implemented, this agreement is expected to generate revenue from additio- nal services of approximately €1.6 million. As part of the same agreement, IGD also completed the acquisition of a logistics property located in San Vito al T agliamento (PN) for €10.5 million. The property is alrea- dy used by Coop Alleanza 3.0, with which IGD has signed a long-term lease (18 years, effective 18 December 2025). At the same time, IGD acquired a building area of 8,870 sqm for €300,000. The property was classified as an in- vestment property under IAS 40, with a fair value deter- mined by an independent appraisal of €11.15 million. The transaction as a whole is fully consistent with the stra- tegy outlined in the Business Plan. On the one hand, it strengthens and expands the third-party asset manage- ment business, positioning IGD as a leading provider of retail real estate services; on the other, it further consoli- dates the partnership with Coop Alleanza 3.0, enhancing integrated collaboration across the retail supply chain and strengthening the "IGD Shopping Centre Ecosystem" mo- del. > Marketing activities In 2025, marketing activities continued to evolve along the path taken in previous years, with an even stronger focus on digital transformation and on strengthening rela- tionships with both visitors and shopping centre tenants. The main lines of action concerned the expansion of the digital ecosystem, the consolidation of engagement initia- tives and an extended offer of tools dedicated to tenants. > Digital IGD has further accelerated its digital development, capi- talising on the results achieved and introducing new solu- tions to improve customer experience and the effective- ness of marketing activities. > Consumer App Ecosystem The mobile app-based loyalty program has seen significant growth: it has approximately 65,000 active users, thanks in part to the launch of four new consumer apps that have expanded network coverage and strengthened its en- gagement capabilities. The evolution of the apps has allowed us to: 1. Increase awareness of visitor behaviours and preferences; 2. Improve the customisation of communications; 3. Enhance drive-to-store activities through gamification mechanics, rewards, and dedicated initiatives. > Management of relations with the tenants 2025 also saw the completion of the extension of IGD Connect to all the Shopping Centres in the portfolio, making the platform the single point of reference for communication and operational management with te- nants. IGD Connect allows you to: 1. Digitise documents, procedures and information flows; 2. Simplify daily interactions between tenants and centre management; 3. Improve the speed and traceability of communications. At the same time, the mall media initiative continued to be strengthened, offering tenants more effective to- ols to increase visibility within the malls and promote their business initiatives. > Events in shopping centres During 2025, event-related activities in IGD Shopping Centres continued the renewal process already begun in previous years. The goal was to strengthen the role of the centres as places for socialising, meeting people, and entertainment, integrating the needs of visitors, the local area, and tenants in an increasingly structured way. The events programme format was designed to favour experience and engagement, combining shopping expe- riences and entertainment to improve the quality of the time visitors spend in the malls. Particular attention was paid to enhancing the local area, with the active colla- boration of local organisations such as associations and schools, as well as to socio-environmental issues, with activities that integrated sustainability-related content or objectives. The events plan for each centre was developed using an analytical and data-driven approach, based on in-depth knowledge of visitors and the local context. This allowed for targeted format and communication strategies to be calibrated, strengthening the role of events as a tool for promoting the centres. > The “You Bridge” project In 2025, the “Y ou Bridge” project in cooperation with te- nants was strengthened and further structured. The pro- gram involves the tenants in the lead-up to the event, through dedicated initiatives, entertainment, games, and special discounts. Interaction with the public develops on two levels: > Physical, with moments on stage and in the audience that encourage direct participation; > Digital, thanks to content and dynamics conveyed via the LED wall and mall media tools. > Mission IGD’s mission is to create value for all its stakeholders: sha- reholders and financial backers, employees, shoppers, lo- cal communities, retailers, suppliers and the environment. We believe this is possible through sustainable growth. DIRECTORS’ REPORT 2.1 THE IGD GROUP DIRECTORS’ REPORT 2.1 THE IGD GROUP
Page 11
21 20 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 > Vision IGD has chosen to focus on the retail segment and to re- main predominantly concentrated on the Italian market: this choice is based on the belief that specialised profes- sional management is able to draw interesting values and returns from retail assets. The Company's portfolio is hi- ghly segmented and diversified in terms of geographical distribution while being spread across the entire territory. Most of IGD’s assets also have a dominant position in their primary catchment areas. The ability to listen to the different needs of retailers, the desire to offer a range of flexible and personalised retail solutions, and the ability to meet the changing needs of national and international brands (including bigger spaces and different formats) in a timely manner have allowed IGD to build a professional profile with characteristics that are unique to Italy. Historically, IGD shopping centres could rely on a food an- chor, which helped to attract visitors all week long and promote customer loyalty, with evident benefits also for mall retailers. In recent times, the IGD centre format has undergone a gradual transformation, with a constant and decisive reduction in the size of hypermarkets to encou- rage the entry of non-food anchors, so-called "Category Killers," which play a key "attractor" role for the entire shopping centre. Following the approval of the new Business Plan on 20 November 2024, IGD has renewed its value proposition, developing and boosting the landlord-tenant partnership with an innovative perspective that goes beyond a purely contractual approach to space rental. IGD intends to offer a true "IGD shopping centre ecosystem" providing tenan- ts with physical selling areas, high value-added property services, digital and communication tools, marketing par- tnerships and collaborations, all underpinned by a long- term and ESG compliant vision. > Strategic guidelines 2025 marked the first year of implementation of the 2025–2027 Industrial Plan, approved by the Board of Di- rectors on 20 November 2024. The priorities for action that the Company has set itself with this Plan focus on optimising the Group's financial structure to reduce its costs, maximising its core business value creation, and increasing the attractiveness of its properties through targeted, ESG-compliant investments. As part of the optimisation of its financial structure, du- ring 2025, the Group took significant steps through the subscription, in February, of a green secured loan for €615 million and the issuance, in November, of a senior unsecu- red green bond for €300 million. These transactions have made it possible to substantially redefine the maturity profile, extending the average duration of the debt and reducing its average cost. The Company remains commit- ted to the constant monitoring of financial markets in or- der to seize further opportunities to improve the Group's financial profile. IGD has also launched a program to dispose of non-core assets totalling approximately €100 million, to be comple- ted within the plan period, aimed at reducing the Group's financial leverage. During 2025, this program saw its first significant implementation through the disposals of five assets from the Romanian portfolio, completed between February and December. The disposals contributed to the reduction in the loan-to-value, which stood at 43.5% at the end of 2025, compared to 44.4% recorded at the end of 2024. Achieving a further improvement in the indicator by the end of 2027 is a confirmed objective, with a Loan to Value of around 40%. T o strengthen value creation in its core business, IGD is reshaping the traditional landlord–tenant relationship, ex- tending it across the full life of the lease and shifting away from a purely rental model. In this context, the Group has developed the "IGD Shopping Centre Ecosystem" con- cept, aimed at offering operators an integrated range of services and opportunities to support the improvement of commercial performance. This new strategic approach has already produced results in line with the Plan's objectives: the average occupancy rate of malls and hypermarkets stood at 96.06%, up from 95.21% at the end of 2024, whi- le net revenues from freehold rental activities recorded a like-for-like increase of +4.0%. The investments outlined in the Business Plan, for a to- tal of approximately €50 million, are aimed at increasing the attractiveness of its portfolio and reducing its envi- ronmental footprint. During 2025, approximately €14.4 million were invested. They can be broken down as fol- lows: investments of approximately €5.9 million related to restyling and commercial fit-out works to support the transformation of shopping centres into innovative ecosy- stems; ESG interventions of approximately €2.8 million, aimed at promoting the energy transition and reducing the portfolio's carbon footprint; and extraordinary main- tenance interventions of approximately €5.7 million, ai- med at extending the lifespan of shopping centres and strengthening their resilience to climate change risks. The logistics property in San Vito al T agliamento (PN) ad- ded to these investments for a sum of €10.5 million, which will generate net rental revenues of €700,000 in 2026. 2.2 / / Business performance in 2025 2.2.1 / / Income statement review Over the whole of 2025, the international economy gene- rally demonstrated greater resilience than expected. De- spite the high level of uncertainty in the first part of the year, linked in particular to US trade policy, world Gross Domestic Product is expected to have recorded growth of +3.1%, a slight slowdown compared to +3.3% in 2024, with a stable rate of expansion expected also in 2026 (1). The trend remains, however, diversified among the main advanced economies: while the United States has shown robust growth estimated at around +2.0% in 2025, the Euro Area has seen a more moderate trend, with estima- ted growth of around +1.2% (2). The international scenario continues to show high volatility. Persistent geopolitical tensions in Ukraine and the Middle East are compounded by the potential lagged effects of US protectionist mea- sures, as well as fears of possible corrections in financial markets, particularly in the technology sector(3). Inflation within the Eurozone remained within the tar- get level of 2%, prompting the European Central Bank to keep the interest rates unchanged at their October and December meetings. According to the latest estimates of the ECB, the inflation rate should remain at similar levels also in the two-year period 2026-2027(4). In this context, the Italian economy continued to grow at a moderate pace, in line with what was observed in the previous two years. The most recent estimates indicate an increase in Gross Domestic Product of +0.7% for 2025 compared to 2024, in continuity with the growth rates re- corded in 2023 and 2024 (5). The GDP expansion is enti- rely attributable to domestic demand, with investments, supported by the measures and incentives of the PNRR(6), displaying positive dynamics, and private consumption growing, albeit at a more moderate pace (7). The inflation rate continued to be one of the lowest of the Eurozone: on average over 2025, the consumer price index grew by +1.5%(8). In this scenario, Italian GDP should continue to grow in 2026 at an estimated rate of +0.8%, entirely supported by the positive contribution of domestic de- mand(9). Resilient consumption determined the solid operating performance of Italian malls in 2025: compared to the same period the previous year, footfall increased +3.5%, while mall tenants' sales increased by 1.6%. The Group's freehold hypermarkets and supermarkets also performed well, ending the year with an increase of +0.8%. A breakdown of sales by product category shows that Personal Care and Health and Catering are the categories that performed best over the 12 months. The trend is also positive for Clothing, Culture, Leisure and Services, while Electronics and Home Goods ended the year with a slight decline. During the year IGD continued its leasing activity, which proved to be effective, as reflected in the results: at 31 December 2025, the mall occupancy rate was 96.06%, continuing the progressive increase trend recorded over the quarters (+6 bps vs 30 September 2025; +85bps vs 31 December 2024); the average occupancy rate for mal- ls also increased 7bps compared to 30 September 2025 (+96 bps compared to 31 December 2024) to 95.63%. The capacity of IGD shopping centres for attracting inter- national anchor tenants has been confirmed: Action, Nor- mal, Ikea, and Courir are some of the brands that opened their first store in the IGD centre network in Italy; a total of 27 new brands were added to the Italian portfolio in the last 12 months. 1. ISTAT - Le prospettive per l’economia italiana nel 2025-2026, (courtesy translation: 2025-2026 outlook on Italian economy) December 2025. 2. Bank of Italy – Economic Bulletin no. 1/2026, January 2026. 3. Bank of Italy – Economic Bulletin no. 1/2026, January 2026. 4. EY - Italian Macroeconomic Bulletin, December 2025. 5. ISTAT – Preliminary GDP estimate - 2025 IV quarter, January 2026. 6. Piano Nazionale di Ripresa e Resilienza (National Recovery and Resilience Plan). 7. Source: Bank of Italy – Economic Bulletin no. 1/2026, January 2026. 8. ISTAT - Le prospettive per l’economia italiana nel 2025-2026, (courtesy translation: 2025-2026 outlook on Italian economy) December 2026. 9. ISTAT – Consumer prices, January 2026. DIRECTORS’ REPORT 2.2 BUSINESS PERFORMANCE IN 2025 DIRECTORS’ REPORT 2.1 THE IGD GROUP
Page 12
23 22 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 > THE CONSOLIDATED OPERATING INCOME STATEMENT IS SHOWN BELOW: Group consolidated The 182 contracts signed during the year (82 renewals and 100 turnovers), representing 10.8% of mall rents, led to an uplift of 1.4%. The positive trend underway since the second quarter of 2024 continued, with rents increasing from quarter to quarter. The minimum guaranteed lease term before the operator’s break option (WALB or Wei- ghted Average Lease Break) also extended during 2025, going from 2.0 in the first quarter to 2.09 years at the end of the year for malls. In Romania, after a GDP increase of +0.9% in 2024, econo- mic growth continued at a slower pace: at the end of the year, GDP is expected to increase by 0.7%, mainly thanks to domestic consumption (10). In line with the data findings for Italy, the shopping malls in the Winmarkt portfolio also recorded good operating performance: at 31 December 2025, the occupancy rate was 95.0%, slightly down com- pared to 31 December 2024, although the figure is not comparable because IGD sold 5 Romanian assets in the course of the year. 344 leases were signed in the course of the year, between renewals (290) and turnovers (54), with an average increase on renewal rents of approxima- tely +2.3%, which shows the vibrancy of the Romanian re- tail sector. As for asset management, the disposals outlined in the 2025–2027 Business Plan continued; in particular, during the year, the first five assets in the Romanian portfolio were sold for approximately €21.8 million, broadly in line with their book value. The success of these transactions demonstrates the effectiveness of the strategy set out in the new Business Plan, which provides for an asset by as- set disposal of the portfolio. In December, IGD completed the acquisition of a logistics property in San Vito al T agliamento (PN) for €10.5 million. This transaction is part of a broader agreement signed with Coop Alleanza 3.0 whereby IGD will support Coop in technical management, property management, and lea- sing of a portfolio of over forty assets, including shopping centres, hypermarkets, and supermarkets. The agreement is fully in line with the strategy outlined in the Business Plan, as it allows us to strengthen and expand our third-party asset management business and further consolidate our partnership with Coop Alleanza 3.0. During the first half of year, the Group reported overall in- vestments and capex of approximately €14.4 million. The main activities involved fit out work mainly at Le Porte di Napoli, Centro Sarca, Katanè and restyling of outside are- as underway at Centro Leonardo. As part of the Porta a Mare Project in Livorno, 112 apart- ments were sold by the end of 2025 within the Officine Storiche residential area; the sale of the remaining 3 units is expected in 2026 (the preliminary purchase contract for two of them has already been signed). As part of its financial structure, during 2025, the Com- pany carried out transactions on both the banking and debt capital markets for almost one billion euros through the subscription, in February, of a green secured loan for €615 million and the issuance, in November, of a senior unsecured green bond for €300 million. The two transactions enabled the Company to redefine the profile of its maturities by extending their duration, which is now 4.75 years (compared to 2.4 years at the end of 2024) and to reduce the weighted average rate, which therefore amounted to 5.1% (the average cost of debt was equal to 6.0% at the end of 2024). As for other financial indicators, at 31 December 2025 the Loan to Value ratio stood at 43.5%, down from 44.4% at year end 2024. The interest cover ratio, or ICR, was 2.0x, while the Net Debt/EBITDA ratio was 8.0x. These good results, combined with a zero change in fair value, led the Group to end the year with a consolidated net profit of €32,002 thousand, highlighting a clear im- provement compared to the same period of the previous year when a consolidated net loss of €-30,084 thousand was recorded. DIRECTORS’ REPORT 2.2 BUSINESS PERFORMANCE IN 2025 DIRECTORS’ REPORT 2.2 BUSINESS PERFORMANCE IN 2025 10. Fonte: Commissione Europea, Autumn Economic Forecast, novembre 2025. (A) 31/12/2025 (B) 31/12/2024 Revenues from freehold rental activities Direct costs from freehold rental activities Revenues from services Revenues from trading Impairment and FV adjustments Change in FV and rights to use IFRS 16 Financial management Taxes Profit/Loss for the period related to third parties HQ Personnel 120,102 -18,607 125,336 -21,405 8,868 8,218 2,112 2,276 9,020 -5,859 -25,171 -6,702 -59,495 -67,135 -282 -288 0 0 -8,144 -7,387 9,323 9,419 -493 -309 -6,565 -5,812 -2,626 -2,524 -4,125 -3,348 -5,374 -29,150 -5,853 -6,102 101,495 8,830 103,931 9,110 2,303 2,406 -514 -248 Revenues from leasehold rental activities Direct costs from leasehold rental activities Direct costs from services Cost of sale and other cost from trading Depreciation and provisions Non-recurring Management G&A Expenses Net Rental Income Freehold Net Rental Income Leasehold Net Service Income Operating result from trading CORE BUSINESS EBITDA (Operating Income) Core business Ebitda margin EBITDA EBIT Net Rental Income PRE-TAX PROFIT NET PROFIT FOR THE PERIOD GROUP NET PROFIT 98,631 101,958 71.3% 71.3% 98,117 101,710 69.9% 70.0% 97,153 110,325 66,489 113,041 32,284 -29,796 32,002 -30,084 32,002 -30,084
Page 13
25 24 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 Certain cost and revenue items have been restated or off- set, which explains any differences from the financial sta- tements (see the segment reporting section for further information). Intermediate results as per the consolidated operating in- come statement, and specifically the core business EBI- TDA, EBITDA, and EBIT , are not defined as accounting measures under International Accounting Standards and, therefore, should not be considered a substitute in eva- luating the Group's performance. Also, the way the Group determines intermediate results may not be consistent with the methods followed by other companies and/or groups in the sector, therefore such figures may not be comparable. DIRECTORS’ REPORT 2.2 BUSINESS PERFORMANCE IN 2025 DIRECTORS’ REPORT 2.2 BUSINESS PERFORMANCE IN 2025 Revenues from freehold rental activities 2024 Revenues from freehold rental activities 2024 LFL Change in income scope Revenues from freehold rental activities 2025 Change in LFL Italy and Romania 1,726 -6,960 120,102 The increase compared to 2024 on a like-for-like basis, equal to €1,726 thousand, is due to the like-for-like reve- nue growth in Italy (+1.5%), while Romania remains sub- stantially flat. > Direct costs from freehold rental activities amount to €18,607 thousand. The decrease from the same period of the previous year is mainly due to the costs of the dispo- sed portfolio, down €652 thousand. On a like-for-like ba- sis, direct costs amount to €18,060 thousand, decreasing 10.6% compared to the previous financial year, mainly as a result of lower provisions and losses on receivables, lower local property tax (IMU), lower condominium expenses and business contributions. 125,336 118,376 FY 2024 FY 2025 Direct costs from rental activities Costs relating to the sold portfolio 1,199 20,206 18,060 547 > NET RENTAL INCOME As of 31 December 2025, freehold rental income amounted to €120,102 thousand, a decrease compared to €125,336 thousand at 31 December 2024, essentially as a result of the real estate sale transaction completed in April 2024 and the sales of five malls in the Romanian portfolio du- ring 2025. For a more correct comparison, following the disposals, the 2024 restated rental revenues were calcu- lated to be €118,376 thousand, taking into account the change in the perimeter sold, which totalled €5,735 thou- sand in Italy, and €1.225 thousand in Romania. Net Rental Income freehold 2024 Change in income scope Net Rental Income freehold 2024 LFL Change in LFL Italy and Romania Net Rental Income freehold 2025 3,872 -6,308 97 ,623 103,931 101,495 Net rental income freehold (net revenues from rental activities) was €101,495 thousand, a decrease of €2,436 thousand compared to the previous year. Following the sale of the portfolio, a more accurate comparison was established by calculating the like-for-like 2024 net ren- tal income, which takes into account the change in scope and is equal to €97 ,623 thousand: the change in scope by €6,308 thousand is due to the relevant change in reve- nues by €6,960 thousand, and in costs by €652 thousand. The net rental income increase compared to the 2024 like for like figure is €3.872 thousand, or +4.0%. The Leasehold Net rental income came to €8,830 thou- sand, a year-on-year decrease of 3.1%. The overall net rental income is €110,325 thousand, down 2.4% on the €113,041 thousand of the same period the previous year. The restated net like-for-like rental income for 2024 amounts to €106,733 thousand, an increase of €3.592 thousand (+3.4%). > NET SERVICES INCOME Revenues from services amounted to €8,868 thousand, increasing €650 thousand on the previous year (+7 .9%) mainly for higher project, property and facility manage- ment fees on the sold Food portfolio. Most of this revenue comes from the facility management business, amounting to €6,650 thousand, i.e. 75.0% of the total. Direct costs for services amounted to €6,565 thousand, an increase of €753 thousand (+13%) compared to the same period the previous year, particularly due to the hi- gher cost for rebalancing general expenses connected to business services, recharged in the course of 2025, and the entry of new management staff. > Net Services Income FY 2024 FY 2025 5,812 6,565
Page 14
27 26 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.2 BUSINESS PERFORMANCE IN 2025 DIRECTORS’ REPORT 2.2 BUSINESS PERFORMANCE IN 2025 Net service income FY24 Change in revenues from services Change in costs from services Net service income FY25 650 -753 2,303 2,406 > CORE BUSINESS G&A EXPENSENS Core business G&A expenses, including head office per- sonnel costs, amounted to €13,997 thousand, a slight in- crease of 3.8% compared to €13,489 thousand in 2024, mainly due to higher costs of the corporate boards and other general expenses. These expenses came to 10.1% of core business revenue. FY2024 FY2025 13,997 13,489 > Core Business G&A expenses > OPERATING RESULT FROM TRADING In 2025, five residential units were sold in the Officine Sto- riche sector. Out of a total of 42 apartments, as of 31 De- cember 2025, 39 deeds of sale have been completed and 2 preliminary contracts have been signed, the relevant de- eds of sale expected in 2026. The operating result from trading is negative by €514 thousand mainly due to the IMU local property charge for the three sub-areas on sale, and corporate charges rela- ting to the Porta Mare company. The costs for the Porta a Mare project are broken down below: FY 2024 FY 2025 178 223 2,225 Direct costs G&A expenses Cost of sale 198 244 2,082 Net services income was €2,303 thousand, down 4.3% on the same period the previous year. > EBITDA Core business EBITDA was €98,631 thousand in 2025, 3.3% lower than the previous year but improving €2,890 thousand on a like-for-like basis. Total EBITDA amounted to €98,117 thousand, recording a decrease of 3.5%. The increase in the overall like-for-like EBITDA amounts to €2,715 thousand. The changes in the components of total EBITDA in 2025 are shown below: The core business EBITDA MARGIN is 71.3%, unchanged from the previous year. Change in income scope Ebitda FY 2024 LFL Change in net service income and G&A expenses Change in net rental income Change in operating result from trading Ebitda FY 2025 Ebitda FY 2024 101,710 -6,308 95,402 3,592 -611 -266 98,117 FY 2025 98,631 71.3% FY 2024 101,958 71.3% > FAIR VALUE ADJUSTMENTS AND IMPAIRMENT LOSSES/REVERSALS Fair value adjustments and impairment losses/reversals of real estate investment, work in progress and inventory, at 31 December 2025, came to a positive €3,161 thousand, improving compared with €31,873 thousand at 31 Decem- ber 2024. Fair value changes, amounting to €3,385 thousand, were made up as follows: > An impairment loss of €5,850 thousand on right-of-use assets from the application of IFRS 16, including increases for the year; > An impairment loss of €13,514 thousand for extraordi- nary maintenance on the freehold and leasehold proper- ties of Gruppo IGD’s Italian companies; > An impairment loss of €472 thousand for extraordinary maintenance on freehold properties of the Romanian sub- sidiary Win Magazin SA; > An impairment loss of €26,612 thousand for the adjust- ment to fair value of the investment property of Gruppo IGD’s Italian companies, based on independent appraisals as of 31 December 2025; > An impairment loss of €3,390 thousand for the adjust- ment to fair value of the investment property of the Ro- mania subsidiary Win Magazin SA, based on independent appraisals as of 31 December 2025. Net impairment losses on work in progress and inven- tory (€224 thousand) reflect (i) an impairment loss of €250 thousand on Officine (residential), Molo, Lips, and Arsenale sections based on the reports of independent appraisers at 31 December 2025 and (ii) only partially compensated by the revaluation of €27 thousand, of the Portogrande extension project.
Page 15
29 28 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.2 BUSINESS PERFORMANCE IN 2025 DIRECTORS’ REPORT 2.2 BUSINESS PERFORMANCE IN 2025 > EBIT EBIT was €97 ,153 thousand, significantly improving from the same period the previous year, for the reasons described above. > INCOME/ (LOSS) FROM EQUITY INVESTMENTS AND ASSET DISPOSAL The sale of five properties from the Romanian portfolio, held by the subsidiary Win Magazin, generated an overall negative economic impact of €1,525 thousand, including ancillary costs related to the transaction. In all transfers, the costs of technical adaptation works remained the re- sponsibility of the transferring company. Specifically, during 2025, the subsidiary Win Magazin S.A. signed the following agreements: > On 14 February 2025, a final contract with a Romanian private investor for the sale of the “Winmarkt Somes” shopping centre in Cluj, for a total consideration of ap- proximately €8.3 million; > On 3 June 2025, a final contract for the sale of the “Cri- nul Nou” shopping centre in Alexandria, a town of about 50,000 inhabitants, approximately 90 km South of Buca- rest. Again, the buyer is a Romanian private investor and the agreed price is approximately €3.3 million; > On 31 July 2025, Win Magazin S.A. signed a final con- tract with a Romanian private investor for the sale of the “Winmarkt Central” shopping centre in Vaslui, for a total consideration of approximately €2.2 million. As for the previous operations; > On 21 November 2025, a final contract for the sale of the “Winmarkt Oltul” shopping centre in Slatina, a town of about 78,000 inhabitants, approximately 180 km West of Bucarest. Again, the buyer is a Romanian private investor and the agreed price is approximately €2.4 million; > On 16 December 2025, a final contract for the sale of the “Winmarkt Oltul” shopping centre in Tulcea, a town of about 65,000 inhabitants, approximately 300 km East of Bucarest. Again, the buyer is a Romanian private investor and the agreed price is approximately €5.6 million. The item “Result from management of investments” equal to €2,849 thousand, refers to the impairment of the in- vestment in the Juice Fund. Result from disposal 12/31/2025 (1,525) 0 0 0 (2,849) (4,374) 12/31/2024 0 (24,411) (4,689) (38) 38 24,411 4,689 (1,525) (2,837) 24,776 (12) (29,150) Change Result from Food Fund deconsolidation Result from asset contribution to Food Fund Result from equity investments Result from equity investments and asset disposal Capital loss from asset disposal > FINANCIAL INCOME AND CHARGES FY 2024 FY 2025 59,495 67,1 3 5 The balance of the item “financial management” went from €67 ,135 thousand in 2024 to €59,495 thousand as of 31 December 2025. The decrease of €7 ,640 thousand is mostly explained by: > Lower financial charges related to bond loans, following their full repayment in March 2025, as well as the re- duction of the relevant amortised cost; > Higher interest expense on mortgages, resulting from the refinancing transaction concluded in February 2025, and by higher charges for IRS (Interest Rate Swap) con- tracts, signed to partially hedge the new financing. At 31 December 2025, the average cost of debt (without considering recurring and non-recurring transaction co- sts) was 5.10%, down from 6.04% at 31 December 2024, while the effective average cost of debt went from 7.55%at 31 December 2024 to 6.33%. The interest coverage ratio (ICR) calculated as the ratio of EBITDA to net financial charges is 1.6x, substantially in line with from 1.5x at 31 December 2024. The adjusted interest coverage ratio calculated as the ra- tio of EBITDA to adjusted financial charges, financial ma- nagement net of IFRS9, non-recurring exchange charges and negative carry value, is 2x, slightly up from 1.8x at 31 December 2024. The overall current and deferred tax effect is negative by €282 thousand as of 31 December 2025, a decrease of €6 thousand compared to the figure as of 31 December 2025. Current taxes amounted to €2,928 thousand, an increase of €1,791 thousand on the previous year. The change is mainly due to the taxes that the Romanian subsidiary Win Magazin S.A. will have to pay in relation to the sale of pro- perties during 2025. Deferred taxes amounted to €2,574 thousand, an increase of €1,663 thousand on the reference period. The change is mainly attributable to (i) the adjustment of deferred tax liabilities resulting from the change in the fair value of real estate investments held by the subsidiary Win Ma- gazin S.A., operating under the ordinary tax regime, and the sale of the properties in 2025, and (ii) the accounting under IFRS 16 of the rental contract for the shopping mall located inside the «Centro Nova» Shopping Centre. > TAXES Current taxes 12/31/2025 2,928 1,137 (2,574) (911) (72) 62 282 288 12/31/2024 (134) (1,663) 1,791 (6) Change Deferred tax liabilities/(assets) Income taxes Out of period income / charges - Provisions
Page 16
31 30 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.2 BUSINESS PERFORMANCE IN 2025 DIRECTORS’ REPORT 2.2 BUSINESS PERFORMANCE IN 2025 The overall effects of the situation described above have produced a Group net profit of €32,002 thousand, compared to the loss of €30,084 thousand recorded in the previous year. FY 2024 FY 2025 32,002 (30,084) > GROUP NET PROFIT The breakdown of the result compared with the previous year is broken down below. Group Net Profit FY24 Change in core business Ebitda Change in Financial management Change in FV Change in extraordinary management, provisions and other minor changes Group Net Profit FY25 (30,084) (3,327) 7 ,640 35,024 22,749 32,002 > CORE BUSINESSES FFO FFO (Funds From Operations), a performance measure- ment indicator widely used in real estate sector analyses (SIIQs and REITS), which defines the flows generated by recurring operations, as of 31 December 2025 amounted to €41,216 thousand (+15.7%), an increase compared to the same period of the previous year despite the change in scope of consolidation which was more than offset by savings from recurring financial management. On a like-for-like basis, FFO (Funds From Operations) grew €11,901 thousand in 2025. Core business Ebitda FFO FY 2025Funds from Operations 98,631 101,958 41,216 35,623 (8,952) (8,901) (47,241) (55,880) (1,222) (1,554) FY 2024 -15.5%8,639 0.6%(51) -3.3% 15.7% (3,327) 5,593 -21.4%332 Δ Δ% Current taxes for the period and other IFRS16 Adustments (Payable leases) Financial management Adj** **Adj financial management is related to financial management net of IFRS16 and IFRS9, non-recurring exchange costs and negative carry value. 2.2.2 / / Statement of financial position and financial review IGD Group’s statement of financial position at 31 December 2025 can be summarized as follows: Investment property Net (assets)/liabilities for derivative instruments Net deferred tax (assets)/liabilities 12/31/2025(amounts in thousands of euro) 1,687,320 1,671,834 (10,930) (10,823) (482) 1,594 103,313 106,005 2,512 2,484 (8,025) (10,103) 789,379 806,474 480 4,411 7,284 7,481 1,781,442 1,778,341 1,781,442 1,778,341 (8,970) (10,645) 992,545 970,273 8,292 9,037 166 140 - 8,520 12/31/2024 Δ -2.63% -89.12% 0.17% 2.30% (197) (3,931) 3,101 22,272 1.13% -2.54% -2.12% 0.17% 28 (2,692) (17,095) 3,101 0.93% -130.24% -20.57% 15,486 (2,076) 2,078 -8.24% -15.74% (745) 1,675 18.35% -100.00% 0.99% 26 (8,520) (107) % Other tangible assets Funds Asset under construction and pre-payments Equity investments Net financial position Total uses Sundry receivables and other non current assets Assets held for sale Sundry payables and other non current liabilities Intangible assets NWC Total sources Total Group's net equity FFO FY24 Change in income scope Change in core business Ebitda Change in Financial management adj. and other FFO FY25 2,930 -6,308 8,971 35,623 41,216
Page 17
33 32 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.2 BUSINESS PERFORMANCE IN 2025 DIRECTORS’ REPORT 2.2 BUSINESS PERFORMANCE IN 2025 The main changes with respect to 31 December 2024 are set out below. / / Investment property was up by €15,486 thousand, mainly due to: > The purchase of logistics property: on 18 December 2025, IGD purchased a logistics property located in San Vito al T agliamento (PN) for €11,015 thousand, including ancillary charges. The property was already in use by Coop Alleanza 3.0, with which it signed a long-term lease agreement on the same date. > Sales in Romania: during 2025, the subsidiary Win Ma- gazin S.A. signed five final contracts for the sale of as many shopping centres, for an amount of €12,900 thou- sand; > Extraordinary maintenance works: continuation of wor- ks for a total value of €13,947 thousand, mainly relating to: > Restyling of the Leonardo shopping centre; > Fit outs in the portions resulting from the resizing of the hypermarket at Le Porte di Napoli shopping centre; > Fit out at the Centro Sarca shopping centres in Milan, Katané in Catania and Lungo Savio in Cese- na; > Revamping and fit-out works were also carried out at the Le Maioliche (Faenza) and Tiburtino and Casilino, Rome. > Fair value adjustments: investment property was reva- lued at €33,951 thousand and written down by €20,855 thousand for a net negative impact of €13,098 thousand; > Impairment of right-of-use assets: reduction in the va- lue of rights of use for the shopping malls of Centro Nova and Fonti del Corallo, based on valuations carried out by an independent expert, for a total amount of €5,850 thou- sand. / / Other tangible assets were down €745 thousand, due mainly to: > Depreciation and amortisation for the year, for €1.1379 thousand. > Only partially offset by the costs of purchasing com- mercial and IT equipment. / / Intangible assets are down €197 thousand, due mainly to: > Depreciation and amortisation for 2025, for €396 thou- sand; > Only partially compensated by the costs for the imple- mentation of the integrated accounting/management and HR management software totalling €281 thousand. / / Assets under construction and advances increased by €28 thousand, the result of: > The revaluation of the Porto Grande expansion project. // The item Equity investments decreased by €2,692 thousand, attributable to the write-down of the stake in the Juice fund for €2,849 thousand, only partially offset by the subscription of new shares in the Food fund for €180 thousand. / / Net Working Capital recorded a slight decrease of €3.931 thousand compared to the figure at 31 December 2024, mainly due to the following factors: > Decrease in net receivables from customers and related parties totalling €3.677 thousand; > Decrease in inventories, with an annual variation of €2,224 thousand, determined: > The sale of 5 residential units and 6 enclosed ga- rage units in the Officine Storiche for a total amount of €2,225 thousand; > The partial impairment of the Molo, Lips and Arse- nale sub-areas equal to €251 thousand; > Works for the completion of the residential units in the Officine Storiche sub-area and for the arrange- ment of the Molo, Lips and Arsenale sub-areas, for a total amount of approximately €251 thousand; > €1,814 thousand increase in other current assets, mainly attributable to higher prepaid expenses, V AT and other receivables. > Decrease in other liabilities of €2,047 thousand, mainly attributable to the change in accrued liabilities and defer- red income and security deposits. // Provisions recorded a decrease of €1,675 thousand due to (i) the accrual of the variable salary for 2025 which will be paid to employees in 2026, (ii) the accruals for some ongoing IMU disputes relating to the ESP (Ravenna), La T orre (Palermo) and Tiburtino (Guidonia) shopping cen- tres, (iii) works, to be carried out by IGD, at the Centro Lame and Clodì shopping centres which were sold during 2024. // Non-current payables and other liabilities saw an in- crease of €107 thousand. // Group net equity, amounted to €992.545 thousand at 31 December 2025, and the increase of €22,272 thousand is due to: > The upward adjustment of the reserve for existing deri- vatives, accounted for using the cash flow hedge method, and amounting to €3.009 thousand; > Movements in the foreign currency translation reser- ve for financial statements in a currency other than the Group’s, for a negative balance of €313 thousand; > Positive adjustment of the reserve for the recalculation of defined benefit plans (€76 thousand for the parent company and €157 thousand for a subsidiary); > The distribution of dividends for an amount equal to approximately €11,034 thousand; > The Group's share of net profit for the year, which is €32,002 thousand. / / Net deferred tax assets and liabilities which went from €10,103 thousand to €8,025 thousand as a result of tem- porary differences mostly concerning (i) hedging instru- ments (IRS) and (ii) fair value adjustments to investment property held outside the SIIQ scope. / / Net derivative (assets)/liabilities for which the fair value measurement of hedging instruments at 31 Decem- ber 2025 determined a positive variation of liabilities for €2.076 thousand compared to the previous year. / / Net debt decreased year on year by €17 million at 31 December 2025, as broken down in the table below: Work in progress inventory and advances 12/31/2025(amounts in thousands of euro) 19,765 21,989 480 4,411 1,417 1,395 6,954 10,542 2,634 1,461 719 808 13,183 15,230 4,703 2,889 14,427 13,731 12/31/2024 Δ -11.01% 80.29% (89) 1,173 -34.04% 1.58% (3,588) 22 -10.11%(2,224) 62.79% -13.44% 1,814 (2,047) 5.07% -89.12% 696 (3,931) % Other current assets Other liabilities Third parties trade receivables Related parties trade and other payables Trade and other payables Net Working Capital Related parties trade and other receivables Tax liabilities
Page 18
35 34 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.2 BUSINESS PERFORMANCE IN 2025 DIRECTORS’ REPORT 2.3 EPRA PERFORMANCE INDICATORS Below is the breakdown of net debt: Net Financial Position 2024 806,474 Net operating management -52,373 Change in NWC 2,616 Net investments 8,221 Other financial change Dividends 13,407 11,034 Net Financial Position 2025 789,379 Current share of long term debt Long term debt Cash and cash equivalents Net Financial Position 45,722 752,949 -9,291 789,379 For further information on the change in net debt, see the consolidated statement of cash flows in Chapter 4.5. The gearing ratio is the ratio of net debt to net equity, including non-controlling interests, net of cash flow hedge re- serves. The ratio improved during the year, to 0.80 at 31 December 2025 from 0.83 at 31 December 2024. NFP Adjusted net equity 12/31/2025 12/31/2024 0.830.80 971,529990,790 806,474789,379 2.3 / / EPRA Performance Indicators Gruppo IGD decided to report on a few of the EPRA per- formance indicators, in accordance with the EPRA recom- mendations(11), found in the EPRA Best Practices Recom- mendations(12). EPRA Vacancy Rate: the portfolio’s vacancy rate calcu- lated as the ratio between the estimated market rental value (ERV) of the vacant premises and the ERV for the whole portfolio. Given the different characteristics of the portfolio and the Italian market with respect to the Roma- nian one, the vacancy rate was calculated separately by asset class and for the two countries. Net Asset Value Metrics: are the main performance indi- cators that provide stakeholders with information about the fair value of the Group’s assets and liabilities. In October 2019, three new asset value indicators were introduced in EPRA Best Practices Recommendations: EPRA Net Reinstatement Value (NRV), EPRA Net Tangible Assets Value (NTA) and EPRA Net Disposal Value (NDV). Net Reinstatement Value (NRV): it represents the value of net activities over the long term, which is to say the Group’s repurchase value, assuming that the group does not sell real estate. It represents the repurchase value of the company, assuming the company does not sale any properties and is calculated based on the equity attribu- table to the Group (as shown in the IFRS financial sta- tements), excluding the fair value movements in hedging instruments and deferred taxes on property valuation sur- pluses. Net Tangible Assets (NTA): the underlying assumption is that the Group buys and sells assets, impacting deferred taxation. It represents a scenario in which a few properties could be sold. Unlike NRV, the goodwill and the intangible assets included in the financial statements are not part of the equity attributable to the Group. Net Disposal Value (NDV): represents the stakeholders’ value under a Group disposal scenario, where deferred tax, financial instruments and certain other adjustments are calculated to the full extent of their liability, net of any resulting tax. In this disposal scenario goodwill is exclu- ded from the Group’s portion of equity, while the fair va- lue of debt is included. EPRA Cost Ratios: they are ratios aimed at providing a consistent comparison base for the Group’s main structu- ral and operating costs. They are calculated as a percen- tage of operating and general costs, net of management fees and other limited items not attributable to the com- pany's core business, on gross rental revenues. There are two EPRA Cost Ratios, one which includes and one which excludes direct vacancy costs. EPRA Earnings: is a measure of a Group’s operating per- formance net of fair value adjustments, gains and losses from the sale of investment property and a limited num- ber of other items that are not considered to be part of the Group’s core business. EPRA Net Initial Yield (NIY): it is a measure calculated as the annualized rental income (including variable and tem- porary revenue), less non-recoverable operating expen- ses, divided by the market value of the real estate assets, net of properties currently being developed. EPRA “topped-up” NIY: is a measure calculated by ma- king an adjustment to EPRA NIY based on the annuali- zed rental income (including variable and temporary re- venue) excluding any other temporary incentives such as discounted rent-free periods and step-up rents. EPRA LTV: is a measure which shows the ratio of the net financial position (which includes financial debt for the he- adquarters’ lease and the balance between payables and receivables) to the market value of the real estate assets. The debt and assets of the companies in which the Group has a significant interest are included in the calculation. (11). European Public Real Estate Association. (12). See www.epra.com..
Page 19
37 36 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.3 EPRA PERFORMANCE INDICATORS DIRECTORS’ REPORT 2.3 EPRA PERFORMANCE INDICATORS EPRA NRV (€’000) EPRA Vacancy Rate Italian Malls EPRA NRV per share EPRA Vacancy Rate Hypermarkets Italy EPRA NTA EPRA Vacancy Rate Total Italy EPRA NTA per share EPRA Vacancy Rate Romania EPRA NDV EPRA NDV per share EPRA Net Initial Yeld (NIY) EPRA Cost Ratios (including direct vacancy costs) EPRA Earnings (€’000) EPRA ‘topped-up’ NIY EPRA Cost Ratios (excluding direct vacancy costs) EPRA Earnings per share EPRA LTV EPRA Performance Measure The results obtained by applying the EPRA Best Practices Recommendations are summarized below: € 1,003,539 € 985,934 4.4% 5.3% € 9.09 € 8.94 0.0% 0.0% € 996,255 € 978,453 3.9% 4.8% € 9.03 € 8.87 5.0% 4.2% € 985,571 € 965,618 € 8.93 € 8.75 6.3% 6.3% 23.5% 23.6% € 40,380 € 30,365 6.6% 6.6% 19.7% 19.7% € 0.37 € 0.28 45.3% 46.4% 12/31/2025 12/31/2024 The NAV calculations considering the three indicators above at 31 December 2025 are shown below: The NRV was lower than at 31 December 2024 (1.8%) due mainly to the changes in net equity and the fair value of financial instruments. These changes are primarily attribu- table to: (i) the positive variation of the fair value of real properties (ii) the FFO recurring result, (iii) other minor changes in equity. The NTA was lower than at 31 December 2024 (1.8%). The difference with respect to the NRV is that goodwill and intangible assets recognized in the financial statements are excluded from the NTA calculation. The NDV was lower than at 31 December 2024 (2.1%). In addition to the above, this change also reflects the decre- ase in the fair value of debt. IFRS Equity attributable to shareholders NAV Net Asset Value 970,273 970,273 970,273 1,593 (6,648) (833) (6,648) 1,994 14,068 14,068 1,593 985,934 978,453 965,618 8.94 8.87 8.75 110,341,903 110,341,903 110,341,903 EPRA NRV EPRA NRVEPRA NTA EPRA NTAEPRA NDV EPRA NDV Exclude (vi) Fair value of financial instruments Exclude (v) Deferred tax in relation to fair value gains of IP Include (ix) Fair value of fixed interest rate debt Exclude (viii) b. Intangibles as per the IFRS balance sheet Fully diluted number of shares Change % vs 12/31/2024 NAV per share Exclude (viii) a. Goodwill as per the IFRS balance sheet 12/31/2025 12/31/2024 992,545 992,545 992,545 (1,453) (6,566) (718) (6,566) (408) 12,447 12,447 (1,453) 1,003,539 996,255 985,571 9.09 9.03 8.93 110,341,903 1.8% 1.8% 2.1% 110,341,903 110,341,903
Page 20
39 38 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.3 EPRA PERFORMANCE INDICATORS DIRECTORS’ REPORT 2.3 EPRA PERFORMANCE INDICATORS The EPRA Net Initial Yield (NIY) and the EPRA “topped-up” NIY are shown below: Investment property - wholly owned Investment property - share of JVs/ Funds Allowance for estimated purchasers’ costs Consolidated 31 Dec 25 NIY and ”Topped- up” NIY disclosure Italy 1,544,176 0 0 95,196 6.2% 4,704 -14,329 109,525 1,544,176 -32,839 21,460 1,555,555 6.5% 99,900 117,160 0 0 0 0 117,160 117,160 10,546 -1,592 8,954 7.6% 271 7.9% 9,225 1,661,336 1,661,336 -32,839 21,460 1,672,715 1,683,007 21,460 -32,839 1,671,628 104,150 -15,921 120,071 0 0 0 0 0 0 10,292 6.3% 4,975 6.6% 109,125 10,292 8,832 85.8% 187 -308 9,140 10,292 0 0 87.6% 9,019 1,671,628 129,211 -16,229 112,982 6.8% 5,162 7.1% 118,144 €’000 B A C A / B C / B ItalyTotal (no IFRS16) Total (no IFRS16)Romania Romania TotalLeaseholdLeasehold Total Consolidated 31 Dec 24 Trading property (including share of JVs) Gross up completed property portfolio valuation Annualised cash passing rental income Property outgoings Less developments Completed property portfolio Annualised net rents EPRA “Topped-up” NIY Add: notional rent expiration of rent free periods or other lease incentives Topped-up net annualised EPRA NIY The net initial yield (NIY) is the ratio between the end- of-period annualized rents generated by the portfolio (in- cluding variable and temporary revenue), net of irrecove- rable operating costs and the real estate assets market value, net of development properties and assets being remodelled. The annualised rental income includes all the adjustments that the Group is contractually entitled to consider at the close of each year (indexing and other changes). The real estate assets considered for the purposes of NIY (the completed portfolio) include: (i) the properties held entirely by the Issuer; (ii) any properties held in joint venture and (iii) assets held for trading. Plots of land and properties under development are not included. The pro- perties (hypermarkets and malls) which will be remodel- led, were reclassified under “Investment properties under development.” The EPRA topped-up NIY is a performance index obtained by making an adjustment to the EPRA NIY with annua- lised and full-term rental income (including one-off and variable income), i.e. excluding unexpired lease incentives such as discounted rent periods and step rents. The EPRA vacancy rate in the Italian portfolio was 3.9%, lower than the prior year. The vacancy rate for malls came to 4.4%, decreasing com- pared to 31 December 2024, while the full occupancy of hypermarkets is in line with the prior year. The EPRA va- cancy rate in Romania was 5.0%, i.e. 4.2% higher than at 31 December 2024. 1,590,855 0 0 98,803 6.2% 5,394 -14,162 112,965 1,590,855 -21,589 19,219 1,593,225 6.5% 104,197 92,330 0 0 0 0 92,330 92,330 8,093 -1,472 6,621 7.2% 226 7.4% 6,847 1,683,185 1,683,185 -21,589 19,219 1,685,555 1,689,996 19,219 -21,589 1,687,626 105,424 -15,634 121,058 0 0 0 0 0 0 4,441 6.3% 5,620 6.6% 111,044 4,441 9,017 203.0% 216 -512 9,529 4,441 0 0 207.9% 9,233 1,687,626 130,587 -16,146 114,441 6.8% 5,836 7.1% 120,277 Include (i) Administrative / operating expense line per IFRS income statement Include (ii) Net service charge costs/fees Include (iii) Management fees less actual / estimated profit element Include (iv) Other operating income / recharges intended to cover overhead expenses less any related profits Include (v) Share of Joint Ventures expenses Exclude (if part of the above) (vi) Investment Property depreciation Exclude (vii) Ground rent costs Exclude (viii) Service charge costs recovered through rents but not separately invoiced (ix) Direct vacancy costs EPRA Costs (including direct vacancy costs) (A) EPRA Costs (excluding direct vacancy costs) (B) (x) Gross Rental Income less ground rent costs - per IFRS (xi) Less: service fee and service charge costs components of Gross Rental Income (if relevant) (x) (xii) Add: share of Joint Ventures (Gross Rental Income less ground rent costs) Gross Rental Income (C) EPRA Cost Ratio (including direct vacancy costs) (A/C) EPRA Cost Ratio (excluding direct vacancy costs) (B/C) Cost Ratios FY CONS 2024FY CONS 2025 The EPRA cost ratio (including direct vacancy costs) de- creased compared to 31 December 2024, mainly as a re- sult of the sale of portfolio properties, both in terms of revenue and costs. The EPRA cost ratio (excluding direct vacancy costs) is in line with the prior year. In 2025 the Group did not capitalize any project manage- ment costs related to development projects. A B A/B The calculations used for the EPRA Cost Ratios are shown below: Estimated Rental Value of vacant space Epra Vacancy Rate Hypermarkets Italy Malls Italy Total Italy Romania EPRA Vacancy Rate Estimated Rental Value of the whole portfolio - 4.8 4.8 0.4 4.4% 3.9% 5.0% 11.8 0.0% 108.7 120.6 7.5 6,472 6,428 129,425 134,708 0 47 125,382 130,506 4,043 4,202 -24,679 -25,752 -40,035 -41,457 89 41 -4,043 -4,202 -29,431 -30,739 23.5% 23.6% -4,752 -4,987 19.7% 19.7%
Page 21
41 40 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.3 EPRA PERFORMANCE INDICATORS DIRECTORS’ REPORT 2.3 EPRA PERFORMANCE INDICATORS The EPRA Earnings per share calculation is shown below: (i) Changes in value of investment properties, development properties held for investment and other interests Epra Earnings Adjustments: Company specific adjustments: Earnings per IFRS income statement (ii) Profits or losses on disposal of investment properties development properties held for investment and other interests (iii) Profits or losses on sales of trading properties including impairment charges in respect of trading properties (iv) Tax on profits or losses on disposals (v) Negative goodwill / goodwill impairment (vi) Changes in fair value of financial instruments and associated close-out costs (vii) Acquisition costs on share deals and non-controlling joint venture interests (ix) Adjustments related to non-operating and exceptional items (viii) Adjustments related to funding structure (x) Deferred tax in respect of EPRA adjustments (xi) Adjustments (i) to (viii) above in respect of joint ventures (unless already included under proportional consolidation) EPRA Earnings Company specific Adjusted Earnings (xii) Non-controlling interests in respect of the above (a) General provisions and depreciations (b) Non-controlling interest in respect of the above (c) Tax on profit or losses on disposals (d) Contingent tax (e) Other deferred tax Earnings Per Share Number of Shares* Earnings Per Share (f) Capitalized interests (g) Current Tax (h) Ground rent costs, adjustement financial results and nonrecurring expenses (i) Other Adjustment for no core activities Earnings & Earnings Per Share FY CONS 2024FY CONS 2025 -194 -54 0 -491 -1,102 73 29,150 0 30,365 1,159 0 31,873 -30,084 54 62 3,348 0 9,196 -7,558 0 191 0 35,623 110,341,903 0.28 113 32 0 0 -225 0 5,374 0 40,380 6,309 0 -3,161 32,002 -32 -72 4,153 0 364 -3,006 0 -643 41,208 110,341,903 0.37 The EPRA Earnings indicator is calculated by excluding non-monetary items (write-downs, fair value gains and losses on properties and financial instruments recognized in the income statement, any impairment or revaluations of goodwill), as well as non-recurring items (gains or los- ses from the disposal of investment properties, profits ge- nerated by trading along with current tax, costs relating to the advance repayment of any loans), deferred tax re- lating to the fair value of properties and financial instru- ments recognized in the income statement, as well as the portion of these items that pertains to non-controlling interests. The main differences with respect to FFO are generic amortization, depreciation and provisions, as well as the above EPRA adjustments pertaining to the Group, the non-recurring tax recognized in the income statement and the deferred tax that does not relate to the fair value of properties and financial instruments recognized in the income statement, and non-recurring exchange costs that include the expected above-par redemption share. The fi- gure posted on 31 December 2025 shows an increase of €10,015 thousand or +33.0%, higher than the increase in FFO due to increased generic provisions and non-recur- ring financial charges (excluded from FFO) compared to the previous year. The Epra LTV is a measurement of the ratio between the net financial position, including finance leases relating to headquarters to which the difference between recei- vables (trade, other current assets, other non-current re- ceivables) and payables (trade, provisions for risks and charges, severance reserves, other liabilities) is added, and the value of the real estate portfolio, including the building housing the company’s office. Please note that the Group holds two equity investments equal to 40% in two real estate funds (Fondo Food and Fondo Juice) and therefore the LTV of the equity invest- ments is added to the Group's ratio. For greater transpa- rency and comparability, in the first column of the table we show the Group’s calculation of the LTV using the Group’s method and the relevant reconciliation with the EPRA LTV. Include Borrowings from Financial Institutions Include Bond Loans Include Foreign Currency Derivatives (futures, swaps, options and forwards Net Payables Include Owner-occupied property (debt) Exclude Cash and cash equivalents Net Debt (a) include Owner-occupied property include Investment properties at fair value include Properties held for sale include Properties under development include Intangibles include Financial assets Total property Value (b) LTV (a/b) €’000 0 1,347 1,347 0 0 0 718 788,035 0 40,792 6,355 1,812,322 7,029 296,061 0 296,061 22,277 382 9,291 501,265 426 0 39,019 39,019 0 -426 1,790,045 0 43.5% 0 0 0 3,265 718 828,827 21,986 1,819,351 58,425 22,659 9,291 501,691 25,251 -426 1,790,045 6,355 58,425 6,355 45.6% 0 718 850,813 1,877,776 296,061 22,659 12,556 526,942 0 -426 1,848,470 45.3% 1,347 39,019 0 IV) Share of Material Associates (€ M) III) Group Epra LTV before material associates adjustments II)Adjustments to arrive at Epra Group LTV I)LTV under IFRS as reported without EPRA adjustments V) Epra LTV
Page 22
43 42 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.3 EPRA PERFORMANCE INDICATORS DIRECTORS’ REPORT 2.4 THE STOCK > Additional information on investment properties In accordance with EPRA Best Practices Recommendations, the capital expenditure made in the last two years is shown below: Acquisitions 12/31/2025Capital expenditure (Euro / thousand) 0 900 0 19,090 19,990 0 0 11,503 7,587 12/31/2024 Incremental lettable space Tenant incentives Development Capitalised interest (if applicable) No incremental lettable space Other material non-allocated types of expenditure Investment properties Total CapEx The Acquisitions item includes the logistics property ac- quired in 2025, called “Logistica San Vito”. Development includes the investments made in the repor- ting period in the development company Porta Medicea in Livorno. No incremental lettable space, under investment proper- ties, includes the capex made to accommodate new retai- lers and property restyling. Other material non-allocated types of expenditure inclu- des extraordinary maintenance of properties, systems, earthquake proofing, as well as improvements to the En- vironmental Management System. The Group is not party to any joint ventures. In 2025 the Group did not capitalize any project manage- ment costs related to development projects. With regard to capex capitalized for freehold properties please refer to the following sections of the Report on Operations: > 2.2.2 Statement of financial position and financial review; > 2.5 Significant events in the year - Investments. And the Notes to the accounts (section 4.6.5, Notes 12, 13, 14, 15, 16, 17). The Estimated Rental Value of Vacant Space is reported on in the section above on the Epra Vacancy Rate. For the accounting standards used for the various asset classes please refer to the Explanatory Notes (Chapter 4.6.2.1). With regard to the real estate portfolio appraisals, the independent experts selected and the appraisal criteria used, please refer to section 2.6 The Real Estate Portfolio in the Directors’ Report and section 4.6.3 Use of Estima- tes in the Explanatory Notes. The reports issued by each independent expert on the appraisals made at 31 December 2025 are in section 2.7 Appraisals of the Independent Experts of the Directors’ Report. The reconciliation of the fair value shown in the indepen- dent experts’ appraisals and the book value of the real estate portfolio, along with any changes in the classifica- tion of real estate assets, are reported in section 2.6 The Real Estate Portfolio in the Directors’ Report. 11,020 250 0 14,140 25,410 0 0 6,413 7,727 2.4 / / The Stock IGD’s shares are traded on the Euronext Milan market ma- naged by Borsa Italiana as part of the Industry Finanza and Super Sector Beni Immobili index; IGD is also part of the Euronext STAR segment. The stock began trading on 11 February 2005. The minimum lot is €1.00. The specialist is Intesa Sanpao- lo – IMI Corporate & Investment Banking. IGD’s stock symbols: RIC: IGD.MI BLOOM: IGD IM ISIN: IT0005322612 Borsa italiana ID instrument: 327 .322 IGD SIIQ SpA‘s share capital amounts to €650,000,000.00, broken down into 110,341,903 ordinary shares without a stated par value. IGD is included in a number of index families. International indices: Bloomberg, FTSE Russel, S&P , STOXX, Sustainalytics. Real estate sector indices: EPRA (European Public Real Estate Association) and GPR (Global Property Research). The IGD stock is also a component of five stock market indices with an ESG (Environment, Social & Governance) focus, including: Bloomberg ESG Data Index, Bloomberg ESG Score Universe, Bloomberg ESG Coverage Index, FTSE EPRA Nareit Developed Green Index, Sustainalytics ESG Universe: Ratings+ Index. IGD has two financial ratings from Fitch Ratings Ltd. and S&P Global Ratings: in particular, Fitch has assigned the Company an investment grade rating of BBB- with a Stable Outlook, while S&P has assigned a rating of BB with a Positive Outlook. IGD has 11 independent and unsolicited ESG ratings, as well as two solicited ratings from CDP and GRESB. > Volume of IGD shares traded since 2 January 2025 jan 25 Million nov 25 jun 25 feb 25 dec 25 jul 25 mar 25 aug 25 apr 25 sep 25 may 25 oct 25 500 600 700 800 100 200 300 400 0 Source: Bloomberg data compiled by IGD During 2025, average daily trading of IGD shares stood at 169,644 units for an average value of €518,126. The volume high was recorded on 6 March 205 when 775.042 shares were traded for €2,034,485.
Page 23
45 44 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.4 THE STOCK DIRECTORS’ REPORT 2.4 THE STOCK > IGD’s stock price since 2 January 2025 3 jann 25 jun 25 feb 25 jul 25 mar 25 aug 25 nov 25 apr 25 sep 25 dec 25 may 25 oct 25 2,5 2 3,5 1,5 4,5 1 4 Source: Bloomberg data compiled by IGD The price of IGD shares recorded a particularly positi- ve trend during 2025, closing the year with an increase of 40.25%. Starting from a value of €2.475 on 2 January 2025, IGD shares reached €3.47 in the last trading session of the year, on 31 December 2025. The high for the year, of €3.66, was recorded on 12 November while the period low of €2.36 was posted on 13 January. 100,0 160,0 80,0 140,0 60,0 120,0 40,0 20,0 IGD share price performance compared to the FTSE Italia All-Share, EPRA/NAREIT Developed Europe and EPRA/NA- REIT Europe REITS indices (base 2.1.2025 = 100) Source: Bloomberg data compiled by IGD FTSE Epra Nareit Developed Europe FTSE Epra Nairet Europe RETAIL REITS IGD FTSE Italy All-share jan 25 nov 25 jun 25 feb 25 dec 25 jul 25 mar 25 aug 25 apr 25 sep 25 may 25 oct 25 IGD's strong performance continued to grow steadily and consistently throughout the year, demonstrating the mar- ket's appreciation for the strategic path undertaken and the improvement in the Group's fundamentals. In particular, the market welcomed the progress made in the financial structure, with the extension of debt maturi- ties, the reduction in average cost, and the launch of the non-core asset disposal program. Added to these elemen- ts was the resumption of the dividend distribution policy, a factor that helped strengthen the stock's visibility and attractiveness among the financial community. The market environment also proved to be generally fa- vourable: 2025 was a particularly positive year for the Italian Stock Exchange, with the FTSE Italy All-Share up 30.2% compared to the end of 2024. Banking and defence stocks contributed most to the index's rise. As regards the European real estate sector benchmark indices, the EPRA Nareit Developed Europe showed a substantially stable trend over the year, closing 2025 with a modest growth of 2.0%. More significant, however, was the performance of the Epra Nareit Europe REITs, a spe- cific benchmark index for companies classified as R.E.I.T. (Real Estate Investment Trust), which recorded an annual increase of 12.8%, benefiting from renewed investor atten- tion towards the retail real estate sector. In this scenario, however, IGD shares showed significant outperformance compared to all the indices taken into consideration, attributable to the results achieved in the first year of implementation of the 2025-2027 Business Plan. The stock's performance in 2025 reflects the mar- ket's growing appreciation for the Group's ability to tran- slate its strategic guidelines into concrete results and po- sition itself on a path to sustainable value creation in the medium to long term. > Investor Relations > Broker coverage The target consensus price of the five brokers covering IGD was €3.83 at the end of 2025. Brokers’ recommendations are divided between neutral (one “Neutral” ratings), and buy recommendations (with three “Upside,” “Buy” and “Outperform” ratings). No broker has issued a sell recommendation for IGD sha- res. > Presentations and meetings with investors In 2025 IGD organized four conference calls: > 6 March, to discuss the results of the 2024 annual report; > 6 May, to discuss the results for the 1Q of 2025; > 5 August, to discuss results for 1H of 2025; > 11 November, to discuss the results for the first nine months of 2025. Overall, 122 participants joined the four conference calls, a lower attendance than in 2024 when there were a total of 180 participants in five conference calls. During 2025, IGD's management participated in several events, both virtual and in-person, which allowed for me- etings with 97 institutional investors over the course of the year. Among these, 46 asset management companies met with IGD for the first time, a significant increase com- pared to the 19 in 2024, which demonstrates investors' renewed interest in IGD stock. With the aim of cultivating relationships with equity por- tfolio managers, IGD took part in various events, including the Euronext STAR Conference of Borsa Italiana, held in Milan on 26 March 2025, the Epra Conference held in Stockholm from September 16-18, and the Italian Excel- lences Conference organized by Intesa Sanpaolo in Paris on 14 October. In terms of relations with investors who manage bond portfolios, IGD participated in the European Real Estate Capital Market Conference organized by Morgan Stanley and the European Real Estate Equity and Debt Conferen- ce organized by Goldman Sachs; both events were held in London in June and September, respectively. Last but not least, the Company organized a series of vir- tual one-to-one meetings with equity investors and bon- dholders interested in gaining a better understanding of specific aspects of IGD’s historic performances and pro- spects. > Awards received for corporate reporting In September 2025 EPRA (the European Public Real Esta- te Association) awarded IGD’s Consolidated Annual Re- port 2024 with the EPRA BPR Gold Award for the eighth year in a row. The award is given to the companies who can show they have applied Best Practice Recommenda- tions. The Gold Award was given to IGD for complying with all the Association’s high standards and after exami- ning the quality of the annual reports of 169 European real estate companies. As for the Corporate Sustainability Report 2024, for the eleventh consecutive year IGD received the “EPRA sBPR Gold Award” (Sustainability Best Practice Recommen- dations) after the sustainability reports of 162 European real estate companies were analysed. > Financial calendar 2026 > 26 FEBRUARY Board of Directors’ meeting to approve the draft separa- te and consolidated financial statements as at 31 Decem- ber 2025. > 16-17 APRIL Annual General Meeting in first call and second call. Approval of the financial statements for period ended 31 December 2025.
Page 24
47 46 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.5 SIGNIFICANT EVENTS OF THE PERIOD DIRECTORS’ REPORT 2.5 SIGNIFICANT EVENTS OF THE PERIOD > 7 MAY Board of Directors’ meeting to approve the Interim Fi- nancial Report as at 31 March 2026. > 4 AUGUST Board of Directors’ meeting to approve the Half-year Financial Report at 30 June 2026. > 12 NOVEMBER Board of Directors’ meeting to approve the Interim Fi- nancial Report as at 30 September 2026. 2.5 / / Significant events of the period The main events in the reporting period are described be- low. / / Corporate events On 11 February 2025, IGD signed a secured facility agree- ment for €615 million with a pool of leading national and international lenders which include, as Mandated Lead Ar- rangers, Intesa Sanpaolo S.p.A. - IMI CIB division, acting as global coordinator, green loan coordinator and facility agent, Banca Monte dei Paschi di Siena S.p.A., Banco BPM S.p.A., BNL BNP Paribas, BPER, Cassa Depositi e Prestiti, Deutsche Bank S.p.A. and Unicredit S.p.A. This floating-rate borrowing includes three facility structu- res: > Facility A - €285 million, 5-year term; > Facility B - €315 million, 7-year term; > Facility C - €15 million revolving, up to 3 years. The facility is classified as green based on the Company’s “Green Financing Framework” and an amount at least equivalent to the net proceeds of facilities A and B was allocated to finance and/or refinance all or part of the “Eli- gible Green Projects”, referred to in the Company’s Green Financing Framework, developed in accordance with the Green Bond Principles (ICMA) and the Green Loan Prin- ciples (LMA). The proceeds were used to partially refinance existing debt (including four secured bilateral loans on as many assets and two unsecured loans for a total of €298 million) and redeem the current outstanding bonds (€310,006,000 Fixed Rate Step-Up Notes due 17th May 2027”, outstanding for €220,006,000, and “€57,816,000 Fixed Rate Step-Up Notes due 17th May 2027, formerly the €400,000 2.125 percent Fixed Rate Notes due 28th November 2024”, currently outstanding for €57 ,816,000, above par by approx. €288 million. The facility obtained allowed the Company to eliminate the concentration of financial maturities, which in 2027 would be over €570 million, by rescheduling and sprea- ding them out over the following years, with the first si- gnificant requirements starting in 2028 (approximately €163 million), followed by approximately €277 million on both 31 December 2029 and 31 December 2031. The new financing involves meeting new financial bench- marks, which have been met, starting from 30 June 2025. * * * On 14 February 2025, Win Magazin S.A. signed a final con- tract with a Romanian private investor for the sale of the “Winmarkt Somes” shopping centre in Cluj (GLA 7 ,873 sqm and key tenants Carrefour, DM, Pepco and Dr. Max), for a total consideration of approximately €8.3 million. Win Magazin SA will bear the costs of any technical re- furbishments. * * * On 4 March 2025, IGD SIIQ completed the early repay - ment of the two outstanding bonds: > “€310,006,000 Fixed Rate Step-Up Notes due 17th May 2027”, currently outstanding for €220,006,000; > “€57,816,000 Fixed Rate Step-Up Notes due 17th May 2027, formerly the €400,000,000 2.125 per cent. Fixed Rate Notes due 28th November 2024”, currently outstan- ding for €57 ,816,000. The total reimbursement, relating to the nominal debt and including the premium above par established by contract, amounted to approximately €288 million. This operation was made possible by the drawdown of facility A of the new financing signed on 11 February 2025, as described above. * * * On 6 March 2025, the Board of Directors examined and approved the draft separate and consolidated financial statements at 31 December 2024. The Board of Direc- tors approved the Report on Corporate Governance and Ownership Structure, which forms an integral part of the annual report. The Board of Directors approved the Cor- porate Sustainability Report 2024 which was subject to Limited Assurance by Deloitte & T ouche who certified compliance with the most important international stan- dards (the GRI Standards). Finally, the Board of Directors examined and approved, as proposed by the Nominations and Compensation Com- mittee, the Report on remuneration and compensation pursuant to Art. 123-ter of the Consolidated Finance Act (TUF). * * * As part of the reorganisation process started over the last few months, the “Finance and Treasury” and “Planning, Control, Investor Relations and Sustainability” were mer- ged and placed under the sole responsibility of the newly created position of Group Chief Financial Officer (CFO). On 27 March 2025, the Board of Directors of IGD SIIQ, by prior approval of the Nominations and Remuneration Committee, appointed Dr. Luca Lucaroni as CFO and Key Manager with Strategic Responsibilities. * * * During the Annual General Meeting of IGD SIIQ S.p.A. held on 16 April 2025, IGD’s shareholders approved the 2024 financial statements, as presented by the Board of Direc- tors on 6 March 2025. The financial year ended with a net loss of €26.9 million, to be partially allocated to other pro- fit reserves from exempt operations, released as a result of the disposal of 8 hypermarkets, 3 supermarkets and 2 shopping malls in 2024, to a dividend distribution of €0.10 per share for a total amount of €11 million. The Annual General Meeting of the Shareholders approved the first section of the "Report on remuneration and compensa- tion", pursuant to Art. 123-ter, para. 3-bis and 3-ter of the TUF and resolved in favour of the second section of the "Report on remuneration and compensation" pursuant to Art. 123-ter, paragraph 6, of the TUF . The Annual Gene- ral Meeting in extraordinary session also approved all the amendments to the Articles of Association proposed by the Board of Directors on 6 March 2025 in accordance with the proposals put forward by the Board of Directors in their Report, which was made available to the public in view of the Meeting (the "Report"). In particular, the AGM approved an amendment of Article 7 of the Articles of As- sociation which introducing increased voting rights under Art. 127-quinquies, Para. 1 of the TUF , as a measure aimed to encourage sustainable medium-long term investment in the Company by its shareholders, the amendment of Article 13 of the Articles of Association, which introduced the possibility that meetings be held exclusively through the Company’s “Appointed Representative” pursuant to Article 135-undecies (1) of the TUF and the amendment of Articles 11, 18, 19 and 22 of the Articles, with a view to comprehensively updating the Articles of Association in order to ensure more efficient and innovative governance in line with best corporate practices. * * * On 6 May 2025, the Board of Directors examined and ap- proved the interim financial report as at 31 March 2025. * * * On 3 June 2025, Win Magazin S.A. signed a final contract with a Romanian private investor for the sale of the “Cri- nul Nou” shopping centre in Alexandria, a town of about 50,000 inhabitants, approximately 90 km South of Bu- carest. The centre has a GLA of 3,410 square metres and includes 31 stores including key tenants such as Carrefour, Pepco, Jolidon and Happy Cinema. The overall conside- ration is approximately €3.3 million, in line with its book value. Win Magazin SA will bear the costs of any technical refurbishments. * * * On 31 July 2025, Win Magazin S.A. signed a final con- tract with a Romanian private investor for the sale of the “Winmarkt Central” shopping centre in Vaslui, a town of about 55,000 inhabitants, approximately 300 km South of Bucarest. The centre has a GLA of 3,621 square metres and includes 26 stores including key tenants such as Car- refour, Pepco and Jolidon. The overall consideration was approximately €2.2 million. Win Magazin SA will bear the costs of any technical refurbishments. * * * On 5 August 2025, the Board of Directors examined and approved the half-year financial report as at 30 June 2025. * * * In September 2025, IGD received, for the eight conse- cutive time, the "EPRA BPR Gold Award” (Best Practice Recommendations) regarding the 2024 Consolidated Fi- nancial Statements. This award recognizes IGD's ongoing commitment to maintaining the transparency and compa- rability of its communications at the highest quality levels for the benefit of investors, the financial community and, in general, all of the Group's stakeholders. Furthermore, IGD has obtained, for the tenth consecuti- ve year, the “EPRA sBPR Gold Award” (sustainability Best Practice Recommendations), for the 2024 Sustainabili- ty Report. This recognition confirms the high standards achieved by IGD in the field of sustainability reporting. * * *
Page 25
49 48 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.5 SIGNIFICANT EVENTS OF THE PERIOD DIRECTORS’ REPORT 2.5 SIGNIFICANT EVENTS OF THE PERIOD On 28 October 2025, IGD announced that it successful- ly completed the placement of a non-convertible, senior unsecured green bond with a total nominal amount of €300,000,000.00 and a 5-year term. The bonds, designated for qualified investors, will have an initial annual coupon of 4.45% and bullet redemption at maturity in November 2030 (subject to early redemption in line with market practice) and will be governed by En- glish law. The bonds (which will be issued at par) are scheduled to be issued and listed on the “Euro MTF” - the non-regu- lated market of the Luxembourg Stock Exchange - on 4 November 2025. They are expected to be rated “BBB-” by Fitch Ratings Ltd. If downgraded to sub-investment grade or if the ra- ting is revoked, a step-up of 1.25% will apply to the annual coupon. An amount equal to the net proceeds from this issuance will be used to refinance green projects in the “Green Bu- ildings” category under the Company’s Green Financing Framework, currently financed through bank mortgage borrowings. In line with the 2025-2027 Business Plan objectives, the new green bond enables IGD to diversify its funding sour- ces, rebalance its Net Financial Position mix between bank debt and the capital market, further extend its ma- turity profile, and reduce the average cost of debt. * * * On 11 November 2025, the Board of Directors examined and approved the interim financial report as at 30 Sep- tember 2025. * * * On 21 November 2025, the subsidiary Win Magazin S.A. signed a definitive contract with a Romanian private inve- stor for the sale of the “Winmarkt Oltul” shopping centre located in Slatina, a city of approximately 78,000 inhabi- tants, over 180 kilometres west of Bucharest. The centre hosts 22 stores, including key tenants such as Carrefour Market, B&B Collection, and Kendra. The overall conside- ration was approximately €2.4 million. Win Magazin SA will bear the costs of any technical refurbishments. * * * On 16 December 2025, the subsidiary Win Magazin S.A. signed a definitive contract with a Romanian private in- vestor for the sale of the “Winmarkt Diana” shopping centre located in Tulcea, a city of approximately 65,000 inhabitants, over 300 kilometres east of Bucharest. The centre houses 27 stores, including key tenants such as Fraher Market, H&M, Flanco, Pepco, Orange and Lensa. The overall consideration was approximately €5.6 million. Win Magazin SA will bear the costs of any technical refur- bishments. * * * On 18 December 2025, IGD signed an agreement with Coop Alleanza 3.0 to support the technical management, property management, and leasing activities of a portfo- lio of over forty assets, including shopping centres, hyper- markets, and supermarkets. Coop Alleanza 3.0 will grant IGD management mandates both directly and through the designated management bodies, according to a progressive timeline from 2026 to 2028. IGD is thus expanding the activities of its Asset Services for Third Parties Business Unit, which is dedicated specifi- cally to the management of third-party assets, in line with the strategy outlined in the 2025-2027 Business Plan. As part of the agreement, IGD also acquired a logisti- cs hub property in San Vito al T agliamento (PN) from a third-party company for €10.5 million. The property was already used by Coop Alleanza 3.0, with which IGD signed a long-term lease on the same date. The asset is set to undergo a major expansion, featuring the installation — fully funded and managed by Coop Al- leanza 3.0 — of advanced temperature controlled preser- vation and storage systems, a critical infrastructure up- grade to support large scale distribution logistics. IGD has committed to reimburse expansion costs within a cap of €16 million, contingent on the formal acceptance of the newly built systems, which is expected to be no later than June 2027 . The annual rent has been set at €825,000 until reimbursement of expansion costs by IGD, after which it will rise to €1,980,000 per year under an 18 year lease agreement, signed without any withdrawal option. The property is intended to be used by Coop Alleanza 3.0 to ensure logistics services throughout its network cove- ring Friuli Venezia Giulia and Veneto, including numerous assets covered by the new management mandate stipu- lated with IGD, which in turn owns or manages several shopping centres in the area (Conè in Conegliano Veneto, Clodì in Chioggia and Centro Piave in San Donà di Piave). The transaction reflects IGD’s ambition to broaden its 31/12/2025 Euro/mln 0.25 0.14 1.85 0.24 14.63 11.02 25.65 1.59 11.02 10.56 Development projects Porta a Mare project (Trading) (in progress ) Development projects IT projects Development projects Other Development projects FIT-OUT Porte di Napoli hypermarket and new areas created from the remodeling Development projects Centro Leonardo restyling New investments Logistics in San Vito al Tagliamento Total development projects Total new investments Total investments carried out Development projects Extraordinary maintenance presence across additional stages of the supply chain, extending operations over the whole chain, from procu- rement through to retail, and will drive value creation by delivering returns that exceed the yields generated by the hypermarkets and supermarkets in IGD’s portfolio. This approach redefines the landlord tenant relationship through innovative collaboration that transcends traditio- nal retail boundaries within the framework of a genuine “IGD Shopping Centre Ecosystem.” The agreement con- solidates IGD's position in the property management mar- ket and allows the company to position itself as a leading provider of services for the retail real estate sector and large-scale distribution, in line with the objectives of the 2025-2027 Business Plan. / / Investimenti During 2025, the Group continued the restyling work at the Leonardo shopping centre in Imola, completed the re- novation and reduction of the hypermarket and the fit-out of the areas resulting from this reduction at the Porte di Napoli shopping centre in Afragola (Naples), as well as extraordinary maintenance activities. It also acquired a logistics property located in San Vito al T agliamento. The investments made in 2025 are shown below: > Development projects / / “Porta a Mare” Project During the period, the subsidiary Porta Medicea carried out construction work on the Officine Storiche sub-area for a total amount of approximately €251 thousand rela- ting to residential use. As of 31 December 2025, 5 residen- tial units and 6 garages had been sold, 39 deeds of sale were completed for the Officine Storiche sub-area and 2 binding proposals which involve the signing of the sale deed in the first half of 2026 out of a total of 42 residential units. / / Restyling At 31 December 2025 work was underway on the expan- sion of the Gran Rondò Shopping Centre in Crema.
Page 26
51 50 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.5 SIGNIFICANT EVENTS OF THE PERIOD DIRECTORS’ REPORT 2.6 THE REAL ESTATE PORTFOLIO > Extraordinary maintenance During the 2025 financial year, extraordinary maintenance work continued, amounting to €13,947 thousand, mainly relating to fit-out interventions in the portions resulting from the reduction of the hypermarket at the Le Porte di Napoli shopping centre, fit-out interventions at the Cen- tro Sarca shopping centres in Milan, Katané in Catania and Lungo Savio in Cesena, revamping and fit-out interven- tions at the Le Maioliche shopping centres in Faenza, Ti- burtino and Casilino in Rome and restyling at the Leonar- do shopping centre in Imola. > New investments On 18 December 2025, IGD acquired a logistics property located in San Vito al T agliamento (PN) for €11,015 thou- sand. The property was already in use by Coop Alleanza 3.0, with which it signed a long-term lease agreement on the same date. The asset is set to undergo a major expansion, featuring the installation — fully funded and managed by Coop Alle- anza 3.0 — of advanced temperature controlled preserva- tion and storage systems, a critical infrastructure upgrade to support large scale distribution logistics. 2.6 / / The Real Estate Portfolio The following table shows the volumes of the commercial real estate market in Italy and Romania for 2025 to provi- de a better understanding of the performance of Gruppo IGD's real estate portfolio. > The Italian and European real estate market The recovery of the Italian real estate market was con- firmed in the first half of 2025, with investment volumes reaching €13.5 bn/€* (+36% Y oY). This record result was reached thanks to the transaction of an exceptionally lar- ge platform that materialized in the first half of the year. The market saw the consolidation of core real estate tran- sactions, which accounted for 40% of total volume, and the return of private capital, which represented 20% of total investments. Retail investments in the first half of the year reached approximately €4.1 billion, including the Grandi Stazione transaction worth approximately €1.5 billion. In 2025, the retail sector was back to being the most important sec- tor in terms of transaction volumes, followed by the Hotel sector which recorded volumes of approximately €2.3 bil- lion, marking a growth of +7% compared to the previous year. The Industrial & Logistics sector recorded volumes of approximately €2.1 billion, marking a growth of +30% compared to 2024. The Office sector recorded volumes of approximately €1.7 billion, marking a reduction of -18% compared to the previous year. Living follows with a tran- saction volume of €1.3 billion and growth of +79% com- pared to 2024. Healthcare, Alternative and Mixed USE together transacted approximately €2 billion, all three sectors recorded triple-digit growth compared to 2024. The following chart shows the breakdown of investments made in 2025 by property class. > The Italian retail real estate market segment The following table shows the main transactions carried out during the year: > BREAKDOWN OF COMMERCIAL REAL ESTATE INVESTMENT 2025 16% 5% 6% 13% 4% Logistic Healtcare Alternative Offices Mixed-Use 17% Hotel 30% 10% Retail Residenziale Source: CBRE 4Q2025 4 3 Quarter 3 4 2 4 1 Property Submarket Property Type Seller / Buyer Price Carrefour Portfolio 3 shopping villages portfolio Multi-city Multi-city Supermarket Factory Outlet Carrefour/New Princes Blackstone / Frey-Cale Street 420€M 410€M Casamassima Centro Sicilia Bari Catania Shopping Centre Shopping Centre Ceetrus/Klepierre GWM/Farallon-Reve 165€M Conf. Leroy Merlin Portfolio S&LB The Mall Luxury Outlet Multi-city Multi-city Big Box Factory Outlet Leroy Merlin/Leadcrest Capital Partners Kering/Simon Premium Outlets 125€M 350€M Oriocenter Bergamo Shopping Centre Commerzreal / Percassi Group JV Generali 470€M The following table shows the evolution of retail investments over the last ten years. ML / ¤ 3000 4500 2500 4000 2000 3500 1500 1000 500 0 2016 2021 2020 2022 2023 2024 2025 2018 2015 2017 2019 Source CBRE 4Q2025 Approximately 150,000 sqm of new retail GLA was completed in 2025. The following table shows the evolution of new retail developments released over the last ten years with the estimate for 2026: > RETAIL INVESTMENT EVOLUTION CHART - ITALY 2015_2025
Page 27
53 52 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.6 THE REAL ESTATE PORTFOLIO DIRECTORS’ REPORT 2.6 THE REAL ESTATE PORTFOLIO 100,000 200,000 300,000 400,000 0 2016 2021 2020 2022 2023 2024 2025 2026 2018 2015 2017 2019 As of 31 December 2025, the net prime yield of shopping centres remained unchanged at 6.90% and the “prime” was confirmed at €1,100/sqm/year. > VOLUME OF NEW RETAIL DEVELOPMENTS (SQM/GLA) 8.00% 6.00% 4.00% 2.00% 0.00% > RETAIL REAL ESTATE YIELDS CHART (NIY) ITALY 4Q18 2Q19 3,00% 5,00% 5,40% 6,15% 6,15% 6,50% 6,75% 3,00% 3,10% 3,10% 3,75% 4,00% 4,20% 3,95% 6,90% 6,90% 4Q19 2Q20 4Q20 2Q21 4Q21 2Q22 2Q234Q22 4Q23 2Q24 2Q254Q24 4Q25 High street Prime Shopping Center Prime Source CBRE 4Q2025 > Offer and retail sector pipeline Source: processing of CBRE figures 4Q2025 > CHART OF NEW RETAIL DEVELOPMENTS COMPLETED AND UNDER CONSTRUCTION AS OF 31 DECEMBER 2025 (GLA >10,000 SQM) 0 300.000 400.000 200.000 100.000 2015 2016 2017 2018 2019 2022 2020 2023 2021 2024 2025 2026 The main openings planned for the second half of 2025 are Waltherpark in Bolzano and the expansion of the Out- let Village in Turin. The openings of Waterfront Mall in Genoa and Fass Shopping Centre in Elmas, Cagliari, are planned for 2026. Further openings planned for 2026 are the “Palazzetto dello Sport” in Cantù (CO) and the “Cen- tro Commerciale Messina” in Messina. > The Romanian real estate market: Retail segment In 2025, GDP grew by only 1.4% and is forecast to reach 1.6% by 2026. The unemployment rate in 2025 stood at 5.8%, slightly higher than the previous year but below the country's historical standards. In 2025, the inflation rate stood at 7 .3%, influenced by the increase in tax pressure and the end of energy support measures. In 2025, the total transaction volume was €535 million, down 27% compared to the previous year and 30% com- pared to the five-year average, but the last four months of the year showed signs of strengthening in 2026. The Romanian market in 2025 was dominated by income-ba- sed strategies, with investors focused on core assets and stable cash flows. Domestic capital played a central role, accounting for 31% of the total annual investment volume, a trend consistent with other EEC markets. The chart below shows the breakdown of 2025 tran- sactions by asset class. In 2025, the total stock reached 4.77 million sqm of GLA. GLA/capita remains below the Western European and partly Central European average, underlining the structu- ral growth potential of the Romanian market. In 2025, the classic shopping centre format represented the majority of commissions, essentially concerning the expansion and renovation of existing centres. New developments have been released in the retail park format and in the shopping mall format in locally impor- tant cities where the availability of modern retail is still limited. Rents in “prime” shopping centres as of 31 December 2025 have moderately increased at the beginning of the year and remained unvaried for the rest of the year. 2.6.1 / / The Real Estate Portfolio At 31 December 2025, Gruppo IGD owns: > A real estate portfolio, valued by independent appraisers at €1,704.8 million, which recorded a change of +0.63% (+€10.6 million in absolute value) compared to 31 December 2024 and +0.99% (+€16.7 million in absolute value) compared to the previous half-year. During 2025, five shopping centres from the Winmarkt portfolio in Romania (Somes in Cluji, Crinul Nou in Alexandria, Central in Vaslui, Oltul in Slatina and Diana in Tulcea) and five apartments with related appurtenances from the Porta a Mare project in the Officine area in Livorno were sold to local operators. In the last few month of the year, the purchase from Coop Alleanza 3.0 of a logistics complex located in S. Vito al T agliamento was completed. The complex consists of a previously constructed warehouse and an area containing a portion of the warehouse unfit for use and requiring reconstruction. The warehouse is in the availability of Coop Alleanza 3.0 under an eighteen-year contract. On a like-for-like basis, the portfolio increased 1.32% (+22.00 million euros in absolute value) compared to the previous half and 0.97% (+16.32 million in absolute value) compared to 30 June 2025, confirming the resilience of the properties it comprises. > A leasehold portfolio, consisting of two shopping malls, it was valued €4.4 million, contracting -56.85% (-5.85 million euros in absolute terms) compared to 31 December 2024 and -40.88% (-3.1 million euros in absolute value) compared to the previous half-year. The constant reduction in value is due to the progressive approach of the deadlines of the master leases scheduled for end of February 2026 and of February 2027 . > Equity investments in two funds: > Juice Fund: the 40% stake was valued at €22.82 million, recording a reduction in value of -10.1% (-€2.8 million in absolute value) compared to the previous year and the previous half-year. > FOOD Fund: the 40% stake is valued €80.47 mil- lion, in line with the value recorded in the previous half year. / / The Freehold Real Estate Portfolio The freehold real estate portfolio of the IGD SIIQ S.p.A. Group consists of 98.71% commercial properties for inco- me-generating purposes and the remaining 1.29% from assets under construction. The income-generating portfolio consists of properties in Italy and Romania, while the development projects are lo- > BREAKDOWN OF COMMERCIAL REAL ESTATE INVESTMENTS IN ROMANIA IN 2025 38% 31% RETAIL OFFICES 9% LOG./IND. 9% 9% 4% HOTEL MIXED USE RESIDENTIAL
Page 28
55 54 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.6 THE REAL ESTATE PORTFOLIO DIRECTORS’ REPORT 2.6 THE REAL ESTATE PORTFOLIO cated exclusively in Italy. The appraisers for the Group's real estate portfolio are CBRE Valuation S.p.A. (hereinafter CBRE), Kroll Advisory S.p.A. (hereinafter Kroll), Cushman & Wakefield LLP (he- reinafter C&W) and Jones Lang LaSalle S.p.A. (hereinafter JLL) whose mandates were signed in May 2025 for a du- ration of two half years. > IGD PORTFOLIO BREAKDOWN BY APPRAISAL COMPANY AT 31 DECEMBER 2025 23.24% JLL 26.39% CBRE 25.96% 24.41% KROLL C&W The following table shows the breakdown of the Fair Value at 31 June 2025 by appraiser in Italy and Romania: C&W Amount in Euro Million JLL CBRE Total IGD's portfolio KROLL Fair Value 12/31/25 Total 416.16 449.90 442.57 396.15 1,704.78 Fair Value 12/31/25 Italy 416.16 412.87 387.27 396.15 1,612.45 Fair Value 12/31/25 Romania 0 37.03 55.30 0 92.33 The following are the fees accrued as of 31 December 2025 by the independent experts: CBRE Amounts in thousands of Euro C&W KROLL Total JLL Appraisal fees 106 165 82 58 411 Fees from ABI complaint evaluation 0 0 30 0 30 Other fees Total fees 0 106 80 245 0 112 0 58 80 521 The categories of properties comprising the Group's real estate assets as of 31 December 2025 are: > “Hyper”: the Hyper class includes 8 properties distri- buted across 4 Italian regional territories for a total GLA of approximately 81,800 sqm. Five hypermarkets have a GLA between 6,000 and 10,000 sqm, three hypermarkets have a GLA between 14,000 and 16,600 sqm. > “Malls and retail parks”: this asset class consists of 25 properties distributed across 12 regions of the Italian territory for a total GLA of approximately 442,600 sqm. Eleven malls have a GLA of between 20,000 sqm and 40,000 sqm, while the GLA of the remaining fourteen is below 20,000 sqm. As of 31 December 2025, sixteen malls have obtained the BREEAM In Use certification, with a rating from Very Good to Excellent, in the Asset Performance and Building Ma- nagement categories. Since 2013, Gruppo IGD SIIQ S.p.a. environmental management system has been ISO14001 certified. The system facilities in all the malls of the Italian real esta- te portfolio are managed with BMS (Building Management System) systems and equipped with divisional meters for monitoring and optimizing energy consumption. The majority of freehold malls have green areas planted with native and diversified flora to optimise biodiversity; > “Other”: in December 2025, the Other category recor- ded the inclusion of a new asset located in San Vito al Ta- gliamento (PN). This is a logistics warehouse of approxi- mately 18.7 sqm of GLA leased to Coop Alleanza 3.0 next to a portion of a warehouse that needs to be completely rebuilt and expanded. As of 31 December 2025, the Other category reached seven properties for a total of 34.6 sqm of GLA. In addition to the new logistics warehouse, the- re are two buildings for various uses appurtenant to ow - ned commercial properties, a shop, two portions of the building used for offices, and a mixed-use building (gue- sthouse/offices) for sports activities. > “Porta a Mare Project”: it is a multifunctional real esta- te complex with a mix of residential, office, commercial, hotel and temporary residential accommodation under construction. The project location area is in the old port area of Livorno, close to the city centre. Given its size, the project was divided into five sub-areas: Mazzini, Officine, Lips, Molo and Arsenale. The Mazzini sub-area, consisting of residences, a shop- ping mall, an office building and parking lots, is comple- tely finished. The shopping mall, upon opening to the pu- blic, was reclassified in the Malls/RP asset class; the office building was sold and so were the residences with related appurtenances; only a few residual real estate units used as parking spaces and garages remain in this area in addi- tion to private parking for public use. The Officine sub-area, consisting of a commercial space, residences with related appurtenances and private par- king spaces for public use, is complete. The commercial space has been reclassified to the Malls/RP asset class and merged with the existing Galleria Mazzini, forming a single mall renamed Porta a Mare Waterfront; the residen- ces with their appurtenances are in an advanced stage of sale, the parking lots are completed and already in use. The Lips, Molo and Arsenale sub-areas are lands with bu- ilding permits. As of 31 December 2025, the Porta a Mare project consists of the following components: > 3 residential units with related appurtenances in the Of- ficine Area; > Parking for a total of 200 spaces in the two car parks open to the public at Officine and Mazzini, 8 garages, one of which is in the Mazzini area, 3 residential parking spa- ces and 30 rented parking spaces in the Mazzini area; > Trading area in the Lips area for 28,837 sqm of GFA (in- cluding covered and uncovered parking spaces); > Trading area in the Molo area for 27,671 sqm of GFA (in- cluding covered and uncovered parking spaces); > Trading area in the Arsenale area for 13,561 sqm of GFA (including covered and uncovered parking spaces). The entire building complex has been designed with the most advanced environmental solutions, ensuring high levels of comfort and energy efficiency. Particular atten- tion was paid to pedestrian and cycle-pedestrian mobility between the buildings, the existing urban fabric and the tourist port. All the buildings were designed in A class. The air con- ditioning system was created with a multipurpose ther- mo-refrigeration plant based on sea water, exploiting thermal inertia and significantly reducing the need for electricity. Only refrigerating gases with a very low GWP (R513) were used, while the materials used during the construction phase were all EC marked with priority given to those coming from ISO, Casaclima, EDP, ANAB, which are certified companies; > “Direct development projects”: this class consists of a single area located near the Porto Grande Shopping Cen- tre, intended for the expansion of the shopping centre by approximately 5,000 sqm GLA; > “Winmarkt”: a portfolio of nine commercial properties with a GLA of approximately 66,800 sqm and one offi- ce property with a GLA of 3,100 sqm distributed across Romania for a total of approximately 69,900 sqm GLA. During the first half of 2025, the portfolio underwent a re- duction in scope for a total of approximately 26,100 sqm of GLA following the sale of the Somes centre in Cluji of Crinul Nou in Alexandria, of Central in Vaslui, Oltul in Sla- tina and Diana in Tulcea. The properties are located in the central areas of eight major cities in Romania. No proper- ties in this class are in the capital, Bucharest.
Page 29
57 56 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.6 THE REAL ESTATE PORTFOLIO DIRECTORS’ REPORT 2.6 THE REAL ESTATE PORTFOLIO > GEOGRAPHIC DISTRIBUTION CHART IN ITALY AND ROMANIA OF THE IGD REAL ESTATE PORTFOLIO AS OF 31 DECEMBER 2025 > GEOGRAPHICAL LOCATION MAP OF THE PROPERTIES IN THE ITALIAN REAL ESTATE PORTFOLIO AS OF 12/31/2025 Central Northern Southern E. Romagna: Piedmont: Lombardy: Liguria: Trentino: Veneto: Marche: Abruzzo: Campania: Lazio: Tuscany: Sicily: 7 GC, 4 Hyper - Super; 5 Other; 2 GC + RP; 3 GC; 1 GC; 1 GC + RP; 1 GC + RP; 2 GC, 1 Development project; 1 GC, 1 Hypermarkets; 1 GC, 1 Hypermarkets; 2 GC; 1 Asset held for trading, 2 GC; 1 Other; 2 Hypermarket, 2 GC; Nota: NE: Trentino Alto Adige, Veneto, Emilia-Romagna, Friuli Venezia Giulia; NW: Piedmont, Lombardy; Liguria; C: Tuscany, Marche, Lazio, Abruzzo; S+I: Sicily, Campania. 34 16 1 Gruppo IGD owns 46 properties in Italy, broken down by asset class as follows: > 8 Hypermarkets; > 25 Malls e retail parks; > 5 assets held for trading (Porta a Mare Project); > 7 properties classified as Other; > 1 Direct Development project. Gruppo IGD has 10 real estate units in Romania (Winmarkt portfolio) broken down as follows: > 9 Malls; > 1 Office building. 5.4% 40.6% 28.2% Romania NE C 94.9% 17 .2% 14.1%Italy NW S + I Muntenia: Moldova: Oltenia: Transylvania: 5 GC, 1 Office building; 10 FREEHOLD ASSETS 2 GC+RP; 1 GC; 2 GC; MARAMURES BUCOVINA > GEOGRAPHICAL LOCATION MAP OF THE PROPERTIES IN THE ROMANIAN WINMARKT REAL ESTATE PORTFOLIO AS OF 12/31/2025 MOLDOV A DOBROGEA Marea Neagra MUNTENIA OL TENIA CRISANA BANAT TRANSYL V ANIA 2 5 2
Page 30
59 58 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 Mall and Retail Park GLA(sqm) Other/ external areas Ownership Branch title/ Company branches Opening date Date of last extension restilyng / remodelingProperty OwnershipAsset Form of ownership Main brandsLocation % owned No. of shops No. of medium surfaces Food anchor GLA(sqm) No. of other external areas Food Anchor Parking places DIRECTORS’ REPORT 2.6 THE REAL ESTATE PORTFOLIO DIRECTORS’ REPORT 2.6 THE REAL ESTATE PORTFOLIO > ITAL Y The following tables show the main data relating to the Italian freehold portfolio: Centro Commerciale La Torre Centro Commerciale Katanè Galleria Commerciale Millennium Center Galleria CC Favorita + RP Centro Commerciale d’Abruzzo Centro Commerciale Le Porte di Napoli Centro Commerciale e Retail Park Conè Centro Commerciale Città delle Stelle Centro Commerciale Casilino Centro Commerciale Tiburtino Centro Commerciale ESP Galleria CC Luna Galleria Commerciale Punta di Ferro Galleria Commerciale Gran Rondò Centro Commerciale Borgo Palermo (PA) Gravina di Catania (CT) Rovereto (TN) Mantova (MN) San Giovanni Teatino (CH) Afragola (NA) Conegliano (TV) Ascoli Piceno (AP) Roma (RM) Guidonia Montecelio (RM) Ravenna (RA) Sarzana (SP) Forlì (FC) Crema (CR) Bologna (BO) 20,500 21,400 7,700 13,600 16,400 26,500 21,200 22,500 13,700 36,000 33,100 3,600 21,200 8,600 7,000 // // // // 3,610 // // 1,850 5 // 3,200 // // 6,300 // IGD SIIQ SPA IGD SIIQ SPA IGD SIIQ SPA IGD SIIQ SPA IGD SIIQ SPA IGD SIIQ SPA IGD SIIQ SPA IGD SIIQ SPA IGD SIIQ SPA IGD SIIQ SPA IGD SIIQ SPA IGD SIIQ SPA IGD SIIQ SPA IGD SIIQ SPA IGD SIIQ SPA IGD SIIQ SPA IGD SIIQ SPA IGD SERVICE Srl IGD SIIQ SPA IGD SIIQ SPA IGD SIIQ SPA IGD SIIQ SPA IGD SIIQ SPA IGD SIIQ SPA IGD SIIQ SPA IGD SIIQ SPA IGD SIIQ SPA IGD SIIQ SPA IGD SERVICE Srl IGD SIIQ SPA 2010 2009 2004 1996 2001 1999 2010 2002 2002 2009 1998 1992 2011 1994 1989 Deed of Sale by Cogei Costruzioni S.p.A., drawn up by Notary Daniela Cenni on 18 June 2010, Register No. 18990, File No. 12785 Deed of Sale drawn up by Iniziative Immobiliari Siciliane S.r.l. before Notary Daniela Cenni on 29 October 2009, Register No. 17762, File No. 12002 Merger deed, Registry No. 42827/27542, drawn up by Notary Daniela Cenni on 22 September 2021, with effect from 1 October 2021 Deed of Sale by Eurocommercial Properties Italia S.r.l., drawn up by Notary Daniela Cenni on 18 April 2018, Register No. 35501 – File No. 22901 Deed of merger by absorption drawn up by Notary Giancarlo Pasi on 4 September 2001, Reg. No. 141540 Deed of transfer from Unicoop Tirreno S.C. Notary Giancarlo Pasi dated 26 March 2003, Rep. 143944, Reg. 29195 Deed of sale drawn up by Notary Cenni on 22 December 2010, Ref. No. 20.400/13.766, registered with the Bologna 1 Revenue Agency on 24 December 2010 under No. 18338, Series 1T, and transcribed in Treviso on 30 December 2010 under No. 29916, Particular Register Deed of Sale by Coop Adriatica S.c.a. r.l. (fulfilment of condition) drawn up by Notary Daniela Cenni on 24 October 2014, Register No. 28057, File No. 18348 Deed of Sale by Unicoop Tirreno S.C., drawn up by Notary Daniela Cenni on 1 July 2003, Register No. 4291, File No. 2975 Deed of Sale of Property drawn up by Notary Daniela Cenni on 27 March 2009, Register No. 16363, File No. 11141 Deed of transfer by Coop Adriatica S.c.a. r.l. Notary Giancarlo Pasi, dated 6 November 2000, Register No. 139941, File No. 26975 Deed of Sale drawn up by Eurocommercial Properties Italia S.r.l. before Notary Daniela Cenni on 18 April 2018, Register No. 35501 – File No. 22901 Deed of Sale for Shares in Punta di Ferro Srl (now merged into IGD SiiQ S.p.A.) Notary Daniela Cenni, 16 December 2015, Register No. 30283, File No. 19716 Deed of Sale drawn up by Immobiliare Gran Rondò, notarised by Daniela Cenni on 26 January 2009, Register No. 15859, File No. 10839 Deed of transfer by Coop Adriatica S.c.a. r.l. Notary Giancarlo Pasi, dated 6 November 2000, Register No. 139941, File No. 26975 2022 hypermarket remodeling and mall extension 2022 hypermarket remodeling and mall extension // 2022 2014 2014 2019 hypermarket remodeling - 2021 mall extension 2017 2019 partial restyling and new ms on the groundfloor - 2021 hypermarket remodeling - 2022 new mall on the first floor 2021 hypermarket remodeling and mall extension (1 newMS) 2017 // // 2018 hypermarket remodeling and mall extension 2015 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 Freehold property Freehold property Freehold property (excluding supermarket and a portion of the mall) Freehold property (excluding hypermarket) Freehold property Freehold property Freehold property (excluding hypermarket) Freehold property (excluding hypermarket) Freehold property (excluding hypermarket) Freehold property (excluding hypermarket) Freehold property Freehold property (excluding hypermarket) Freehold property (excluding hypermarket) Freehold property (excluding hypermarket) Freehold property (excluding hypermarket) 46 69 28 33 45 66 58 46 27 99 84 38 88 40 33 8 10 4 4 7 9 9 8 7 16 16 1 7 4 4 3 1 2 1 There is a Coop Lombardia- owned petrol station 1,700 1,320 900 1,730 2,650 1,550 2,200 1,260 3,800 3,304 2,854 1,280 1,450 Expert, Piazza Italia, H&M; McDonald Adidas, Euronics, OVS, Conbipel, Piazza Italia Game 7 Athletics, Oviesse, Terranova, Me & City Ovs, Piazza Italia, Calliope, Deichmann Unieuro, Piazza Italia; Terranova; Happycasa; Kiabi Euronics, H&M, Piazza Italia, Toys, Deichmann Maison du Monde,Conbipel, H&M, Librerie Coop, Euronics, Scarpe&Scarpe, Stradivarius, Bershka Piazza Italia, HappyCasa; H&M; Multiplex Stelle; Kiabi, Casa, Clayton; Dverso Euronics, Piazza Italia, Azzurra Sport, Pepco Desigual; Azzurra Sport, Piazza Italia, Obi, Scarpamondo, NewYorker, Euronics, Orizzonte, Moby Dick Deichmann, Game 7 Athletics, Unieuro, H&M, Piazza Italia, Bershka, Pull & Bear, OVS; Kiabi, Casa, Scarpe & Scarpe Kiko, GameStop, Camaieu H&M, Unieuro, Toys, McDonald, Deichmann, Benetton Oviesse, Euronics, Pepco, DM Librerie Coop, Unieuro, Scarpe&Scarpe, Pepco, Portobello Ipercoop Ipercoop Superstore Despar (not owned) Ipercoop (not owned) Ipercoop HP SOLE 365 since 2024 Ipercoop Ipercoop Ipercoop Spazio Conad Ipercoop Ipercoop (not owned) Conad (not owned) Ipercoop (not owned) Ipercoop (not owned) 7,200 7,200 14,100 7,200 16,500
Page 31
61 60 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.6 THE REAL ESTATE PORTFOLIO DIRECTORS’ REPORT 2.6 THE REAL ESTATE PORTFOLIO Mall and Retail Park GLA(sqm) Other/ external areas Ownership Branch title/ Company branches Opening dateAsset Form of ownership Main brandsLocation % owned No. of shops No. of medium surfaces Food anchor GLA(sqm) No. of other external areas Food Anchor Parking places > ITAL Y Centro Commerciale Leonardo Galleria Commerciale Maremà Centro Commerciale Lungo Savio Centro Commerciale Porto Grande Centro Commerciale Le Maioliche Galleria Commerciale Sarca Centro Commerciale Darsena City Galleria Commerciale e Retail Park Mondovicino Galleria Commerciale I Bricchi Centro Commerciale Mazzini Officine Imola (BO) Grosseto (GR) Cesena (FC) Porto d’Ascoli (AP) Faenza (RA) Sesto S. Giovanni (MI) Ferrara (FE) Mondovì (CN) Isola d’Asti (AT) Livorno (LI) 14,800 17,100 3,100 12,800 25,300 22,800 16,300 17,200 16,000 23,900 // // // 543 // // // // 245 // IGD SIIQ SPA IGD SIIQ SPA IGD SIIQ SPA IGD SIIQ SPA IGD SIIQ SPA IGD SIIQ SPA IGD SIIQ SPA IGD SIIQ SPA IGD SIIQ SPA IGD SIIQ SPA IGD SIIQ SPA IGD SIIQ SPA IGD SIIQ SPA IGD SIIQ SPA IGD SIIQ SPA IGD SERVICE Srl IGD SERVICE Srl IGD SIIQ SPA IGD SIIQ SPA IGD SIIQ SPA 1992 2016 2002 2001 2009 2003 2005 2007 2009 2014-2023 Deed of Sale drawn up by Eurocommercial Properties Italia S.r.l. before Notary Daniela Cenni on 18 April 2018, Register No. 35501 – File No. 22901 Deed of Sale by Unicoop Tirreno S.C., drawn up by Notary Daniela Cenni on 13 December 2016, Register No. 32747, File No. 21126 Deed of Sale (Galleria only) by Coop Adriatica S.c.a. r.l., drawn up by Notary Daniela Cenni on 18 December 2008, Register No. 15786, File No. 10783 Deed of merger by absorption drawn up by Notary Giancarlo Pasi on 4 September 2001, Reg. No. 141540 Deed of merger by absorption of Faenza Sviluppo Area Marcucci SRL, drawn up by Notary Daniela Cenni on 28 June 2010 Deed of Sale for Shares in Immobiliare Larice Srl (now IGD Management Srl, a single-member company) drawn up by Notary Daniela Cenni on 25 September 2006, Register No. 10287, File No. 6956 Deed of Sale by Magazzini Darsena S.p.A., drawn up by Notary Daniela Cenni on 15 May 2006, Reg. No. 9540, File No. 6435 - Subsequent sale by Covivio S.A. (formerly Beni Stabili), deed drawn up by Notary Lorenzo Colizzi in Milan on 30 September 2019, Reg. No. 4675, File No. 1559 Deed of merger by absorption of MV SRL, drawn up by Notary Daniela Cenni on 27 August 2008 Deed of merger by absorption of Nikefin Asti SRL, drawn up by Notary Daniela Cenni on 9 July 2009 2024 // // 2019 hypermarket remodeling - 2022 mall extension - 2023 restyling 2019 hypermarket remodeling - 2021 mall extension 2015 2018 2014 // // 100 100 100 100 100 100 50 100 100 100 Freehold property Freehold property (excluding hypermarket) Freehold property Freehold property (excluding hypermarket) Freehold property Freehold property (excluding hypermarket) Freehold property Freehold property (excluding hypermarket) Freehold property (excluding hypermarket) Freehold property 60 45 23 35 42 72 15 39 24 23 7 6 1 5 10 8 2 8 5 1 1 3,000 850 1,730 2,400 2,500 1,320 4,500 1,450 OVS, Mediaworld, King Sport, Terranova Piazza Italia, Decathlon, Zara, Bershka, Stradivarius, Pull & Bear Librerie Coop, Coop Salute Decathlon, Deichmann, Portobello, Unieuro Deichmann, H&M, Trony, C&A, Decathlon, Bricofer OVS, H&M, Notorious cinema, Roadhouse, Scarpe&Scarpe UCI, WeArena, TEDI Jysk,OVS, Librerie.Coop, Brico IO, Foot Loker Deichmann Unieuro/CoopMcDonald’s, JD Sports, Giochi Preziosi, Wappy Ipercoop Ipercoop (not owned) Ipercoop Ipercoop Ipercoop Ipercoop (not owned) Despar Ipercoop (not owned) Il Gigante (not owned) Coop 15,900 7,500 6,200 Date of last extension restilyng / remodelingProperty Ownership
Page 32
63 62 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 > ROMANIA DIRECTORS’ REPORT 2.6 THE REAL ESTATE PORTFOLIO DIRECTORS’ REPORT 2.6 THE REAL ESTATE PORTFOLIO Food anchor sales area (sqm) > LEASEHOLD PORTFOLIO The real estate portfolio in leasehold as of 31 December 2025 consists of 2 shopping malls for a total GLA of ap- proximately 20,100 sqm located in Italy respectively in Vil- lanova di Castenaso (BO) and Livorno. The master lease for the Nova Centre expires on 28 February 2027, while the master lease for the Fonti del Corallo Centre will expi- re on 26 February 2026. > EQUITY INVESTMENTS IN FUNDS: As of 31 December 2025, IGD SIIQ SpA holds equity in- vestments in the following real estate funds: Juice Fund: the fund, managed by Savills Investment Ma- nagement SGR, consists of five hypermarkets and a su- permarket distributed in the regions of Veneto, Tuscany, Marche and Emilia-Romagna, for a total GLA of approxi- mately 54,000 sqm. The company's equity investment as of 31 December 2025 is 40%. Food Fund: the fund, managed by Prelios SGR, consists of eleven hypermarkets/supermarkets and two Malls/RP distributed in the regions of Emilia Romagna, Lazio, Mar- che and Veneto for a total GLA of approximately 101,100 sqm. The company's equity investment as of 31 December 2025 is 40%. 2015 2014 2005 2013 2013 2005 2004 2007 2004 1986 1985 1973 1975 1976 1984 1978 1981 1973 Win Magazin SA Win Magazin SA Win Magazin SA Win Magazin SA Win Magazin SA Win Magazin SA Win Magazin SA Win Magazin SA Win Magazin SA Win Magazin SA 19.50 6.00 8.00 5.80 4.80 5.30 6.80 2.50 8.10 3.10 Winmarkt Grand Omnia Center Winmarkt Big Winmarkt Winmarkt Winmarkt TOTAL MALLS TOTAL Winmarkt Winmarkt Winmarkt Winmarkt Winmarkt Junior Ploiesti Piatra Neamt Galati Buzau Ploiesti Bistrita Braila Turda Ramnicu Valcea Ploiesti 100 100 100 100 100 100 100 100 100 100 109 82 36 35 67 45 29 33 9 2 // // // // // // // // // 400 1,215 882 827 900 878 673 800 1,215 700 569 900 520 550 650 Carrefour Carrefour Billa Carrefour Billa Carrefour Carrefour Banca Transilvania, Carrefour Market H&M, B&B, Sevda, Jolidon, Bigotti, Massini, Pepco, CGS H&M, Sevda, B&B Collection, Billa, Leonardo, Eponge, Pepco, Reshoes Carrefour Market, Leonardo, Jolidon, Altex, Vodafone, Sevda, Pepco H&M, Carrefour Market, Leonardo, Pepco Altex, Leonardo, dm drogerie, fast-food Pizzamania, Pepco Pepco H&M, Carrefour Market, Eponge, Leonardo, Jolidon, dm drogerie Markt, Domo Freehold property Freehold property Freehold property Freehold property Freehold property Freehold property Freehold property Freehold property Freehold property Freehold property Adidas, Levi’s, Domo, Vodafone, Carrefour Market, dm drogerie,Leonardo, Jolidon, Eponge, Banca Transilvania, KFC, Flanco, Pepco 66.80 69.90 Ownership Opening date Date of last restyling /remodeling Asset Location Mall GLA (sqm) Form of ownership Main brands% owned No. Of shops No. Of medium surfaces Parking places Food anchor (GLA) Food anchor
Page 33
65 64 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.6 THE REAL ESTATE PORTFOLIO DIRECTORS’ REPORT 2.6 THE REAL ESTATE PORTFOLIO 2.6.2 / / Breakdown of freehold assets The following table details the main changes in value during the financial year by asset class. Book value at 12.31.2024 Increase due to 2025 work IGD Group Investment Property Amount in € million Hypermarkets and supermarkets Shopping Malls Italy Other Total Italy Total Romania Plots of land and ancillary costs Direct development initiatives Porta a Mare Project Total IGD Group Porta a Mare Project (+) Total investment property, land and development initiatives, assets held for sale Right to use (IFRS16) Assets held for sale Total investment property, land and development initiatives, assets held for sale and right to use Capital gains from asset disposal Reclassification from space remodelling Net revaluation/ writedowns Reclassification from asset under construction Reclassification to asset held for sale Asset disposal Book value at 12.31.2025 > Hypermarkets and supermarkets Five out of eight hypermarkets in IGD's real estate portfolio are leased to the Coop Alleanza 3.0 Group (formerly Coop Adriatica Scarl), the remaining three to national and local brands (Sole 365, Gruppo Radenza and Superconveniente). All contracts are long-term and rents are indexed to 75% of the ISTAT index. Ordinary and extraordinary maintenance relating to the systems and internal construction of the buildings are expected to be borne by the tenant. The hypermarket class as of 31 December 2025 was valued by independent experts CBRE, Kroll, C&W and JLL with the following proportion based on the impact on fair value: For this asset class, all appraisers used the discounted cash flow (DCF) method. CBRE, C&W and JLL used a standard term of ten years, while Kroll adopted an 18- year term contract. The total fair value of the Hyper category was assessed at €181.69 million, recording a reduction in value both compared to the year and the previous half-year of -1.04% (-€1.91 million euros in absolute value) and -1.10% (-2.03 million euros in absolute value) respectively, mainly attributable to the reduction in GLA and related profitability of the Le Porte di Napoli hypermarket subject to remodelling. The average discount rate was calculated at 7 .23%, recording a decompression of 0.07% compared to 31 December 2024 and a compression of -0.02% compared to the previous half, influenced by changes in inflation growth estimates. The average net exit yield stood at 6.19%, a decrease of -0.03% and -0.01% compared to the previous year and the previous half-year, confirming the income sustainability of this property class. The occupancy rate of the Hyper asset class is confirmed at 100%. C&W Hyper/Supermarkets 12/31/2025 JLL CBRE TOTAL KROLL 24% 3% 10% 63% 100% 2.6.2.1 / / Italy > Shopping Malls and Retail Parks The “Shopping malls and retail parks” class as of 31 December 2025 was valued by independent experts CBRE, Kroll, C&W and JLL with the following proportion based on the impact on fair value: For this asset class, all appraisers used the discounted cash flow (DCF) method. The CBRE, C&W and JLL adopted a standard duration of 10 years, while Kroll used a standard duration of 15 years. As of 31 December 2025, the total fair value of this real estate category was valued at €1,383.36 million, recording an increase compared to the previous year and half-year of +2.15% (+€29.05 million in absolute value) and +1.60% (+€21.81 million in absolute value) respectively. The increase in value reflects the improved earnings outlook for certain strategic assets, primarily resulting from increases in variable rent and specialty revenues, the reduction of sunk costs borne by the owner, and extraordinary capital expenditure. The average discount rate for the Malls/RP asset class increased by +0.03% compared to the previous year, settling at 8.37% and recorded the same change but in the opposite direction compared to the first half of 2025. Compared to the previous year, the discount rate remained unchanged for all assets except those that experienced a change of appraiser. The weighted average net exit yield stood at 7 .28%, an increase of +0.03% compared to 31 December 2024 but a reduction of almost the same percentage, -0.02%, compared to the previous six months. This indicator also did not undergo significant fluctuations during the year, except for those relating to the malls that recorded a change of evaluator compared to the previous year. The financial occupancy rate stood at 95.63%, registering an increase of +0.17% and +0.08% compared to the previous year and the previous half-year, respectively. > Development Projects As of 31 December 2025, the category was valued at 100% by the independent expert KROLL at €2.2 million using the transformation method. The value recorded an increase of 1.2% compared to 31 December 2024 (+0.03 million euros in absolute value) and remained unchanged compared to the previous half-year. > "Porta a Mare" Project As of 31 December 2025, the assets of Porta Medicea, the company that owns the Porta a Mare Project, were entirely appraised by Kroll using the transformation method. The overall market value of this category of properties as of 31 December 2025 was €19.7 million, recording a reduction in value compared to the previous year and the previous half-year of -10.14% (-2.2 million euros in absolute value) and -4.87% (-1.0 million euros in absolute value) respectively. The reduction in fair value is due to the sales made during 2025 of five residential units and related appurtenances in the residential sector within the Officine area. > Other As of 31 December 2025, the “Other” real estate class was valued at €25.47 million, recording an increase in value compared to the previous year and half-year respectively of +69.98% (€10.48 million in absolute value) and +71.08% (€10.58 million in absolute value) due to the acquisition of the logistics warehouse in San Vito al T agliamento. With the same perimeter compared to the previous two semesters, the value of the real estate class recorded a reduction in value of -4.42% (-0.66 million in absolute value) and -3.8% (-0.57 million in absolute value) respectively due to the expected capex on an asset being prepared for sale. The valuation of this asset class was conducted by independent experts CBRE, Kroll and JLL, with the following breakdown in relation to fair value: For this asset class, all appraisers used the discounted cash flow (DCF) method. C&W Malls/RP 12/31/2025 JLL CBRE TOTAL KROLL 27% 29% 24% 19% 100% 183.60 1,354.31 14.99 1,552.90 108.65 1,661.55 2.17 21.94 1,685.66 10.29 8.52 1,704.47 2.50 10.93 11.09 24.53 0.42 24.95 0.00 0.25 25.20 0.00 0.00 25.20 0.00 0.00 0.00 0.00 (12.90) (12.90) 0.00 (2.22) (15.12) 0.00 (8.52) (23.64) 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 (4.41) 0.00 0.00 0.00 18.12 0.00 0.00 0.00 (0.61) 0.00 0.00 0.00 13.10 0.00 0.00 0.00 (3.86) 0.04 0.00 0.00 9.24 0.04 0.00 0.00 0.03 0.00 0.00 0.00 (0.25) 0.00 0.04 0.00 9.02 0.04 0.04 0.00 (5.88) 0.00 0.00 0.00 0.00 0.00 0.00 0.00 3.14 0.04 0.04 181.69 1,383.36 25.47 1,590.52 92.35 1,682.87 2.20 19.76 1,704.83 4.41 0.00 1,709.24 CBRE TOTAL Other 12/31/2025 KROLL JILL 1% 100% 45% 54%
Page 34
67 66 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.6 THE REAL ESTATE PORTFOLIO DIRECTORS’ REPORT 2.6 THE REAL ESTATE PORTFOLIO 2.6.2.2 / / Romania The Winmarkt class at 31 December 2025 was valued by independent experts CBRE and Kroll with the following proportion based on the impact on fair value: The overall fair value at 31 December 2025 was estimated at 92.33 million euros, recording a decrease compared to the previous year and the previous half-year of -21.19% (-24.83 million euros in absolute value) and -12.08% (-12.69 million euros in absolute value) respectively due to the disposals of five shopping centres that took place during the year. On a like-for-like basis, the fair value of the Malls real estate category was estimated at €89.53 million, recording a reduction of -2.32% (-€2.13 million in absolute value) compared to 31 December 2024 and of -1.96% (-€1.79 million in absolute value) compared to the previous half-year. The impairment is attributable to economic aspects, including the reduction in MGR and average ERV per square meter and the expected capex on a strategic asset. The office real estate category was valued at €2.8 million and recorded the same reduction in value compared to the previous year and half-year of -3.45% (-€0.1 million in absolute value) due to the capex forecast. The discount rate for the Malls asset class at constant perimeter stood at 9.16%, recording a decompression of 0.07% compared to the previous year and -0.02% compared to the first half of the year, influenced by changes in inflation rate estimates. The net exit yield, always on a like-for-like basis, stood at 7 .11%, recording a decompression of +0.16% compared to the previous year and recovering -0.04% compared to the previous half- year. The financial occupancy rate of the Winmarkt Malls, on a like-for-like basis, recorded a decrease of 0.07% compared to the previous year and recovered by +0.62% on the first half of the year, reaching 95.00%. CBRE TOTAL Romania 12/31/2025 KROLL 40% 100% 60% The following table shows the real estate investments, the main development projects and the details of the accoun- ting criteria adopted: > KEY SUMMARY DATA AS OF 12/31/2025: > KEY SUMMARY DATA AT 12/31/2024: Hypermarkets Hypermarkets and supermarkets Shopping malls Italy Shopping malls Italy Shopping Malls Romania Shopping Malls Romania Total Italy Hypermkts and Malls Total Italy Hypermkts and Malls Total hypermkts and shopping malls Gruppo IGD Total hypermkts and shopping malls Gruppo IGD No. of assets No. of assets 8 25 14 33 47 Erv/sqm Erv/sqm 145 240 110 225 208 Gross initial yield 6.80% 7.72% 9.02% 7.50% 7.70% Gross cap out Gross cap out 6.85% 8.60% 9.42% 8.39% 8.46% Gross leasable area GLA (sqm) Gross leasable area GLA (sqm) 81,800 439,700 92,900 521,500 614,400 Weighted discount rate Weighted discount rate 7.16% 8.34% 9.25% 8.20% 8.27% Financial occupancy rate Financial occupancy rate 100% 94.67% 95.83% 95.21% 95.25% Yearly rent/sqm Yearly rent/sqm 151 232 104 218 201 8 25 9 33 42 6.96% 8.53% 9.09% 8.35% 8.39% 7.23% 8.37% 9.16% 8.24% 8.29% 81,800 442,600 66,900 524,400 591,300 100% 95.63% 95.00% 96.06% 96.00% 147 230 108 215 204 145 242 112 227 217 Hypermarkets and supermarkets Shopping malls Romania Shopping malls Italy Other Romania Other Total Romania Total Italy Total IGD Group Category Accounting method fair value fair value fair value fair value fair value Book value 12/31/2024 Book value 12/31/2025 181.69 89.45 2.90 1,383.36 25.47 1,590.53 92.35 1,682.88 Market value 12/31/2025 181.69 183.60 89.45 105.74 2.90 2.90 1,383.36 1,354.31 25.47 14.98 1,590.52 1,552.88 92.35 108.64 1,682.87 1,661.52 Change (1.91) (16.29) 0.00 29.05 10.49 37.64 (16.29) 21.35 IGD Group Real Estate Investments Porta a Mare project Category Accounting method adjusted cost / fair value Book value 12/31/2024 21.96 Valore contabile 31/12/2025 19.72 Market value 12/31/2025 19.72 Change (2.24) Plots of land and ancillary costs Direct development initiatives Total Porta a Mare project Category Accounting method adjusted cost / fair value Book value 12/31/2024 2.17 2.17 21.96 Book value 12/31/2025 2.20 2.20 19.72 Market value 12/31/2025 2.20 2.20 19.72 Change 0.03 0.03 (2.24) Right to use (IFRS 16) Total rights to use Category Accounting method fair value Book value 12/31/2024 10.28 10.28 Book value 12/31/2025 4.44 4.44 Market value 12/31/2025 4.44 4.44 Change (5.84) (5.84) Assets held for sale Assets held for sale Category Accounting method fair value Book value 12/31/2024 8.52 8.52 Book value 12/31/2025 0.00 0.00 Market value 12/31/2025 0.00 0.00 Change (8.52) -8.52
Page 35
69 68 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.6 THE REAL ESTATE PORTFOLIO DIRECTORS’ REPORT 2.7 APPRAISALS OF THE INDEPENDENT EXPERTS 2.7 / / Appraisals of the Independent Experts The following table shows a detail of key direct development projects. Total Porto Grande PROJECT TYPE LOCATION % HELDCOMPLETION DATE Jun 25Extension Porto d’Ascoli (AP) 100% STATUS Planning stage completed. All the building permits and authorisation for preletting activities have been issued GLA 5,000 mq EXPECTED INVESTMENT BOOK VALUE AT 12.31.2025 (Mln/€) approx. 9.9 Mln/¤ 2.20 2.20 Total Book value 12/31/2024 1,704.46 Real estate investments, plots of land and development initiatives, assets held for sale and rights to use 1,709.24 Market value 12/31/2025 1,709.23 Change 4.77 Book value 12/31/2025
Page 36
71 70 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.7 REAL ESTATE APPRAISALS DIRECTORS’ REPORT 2.7 REAL ESTATE APPRAISALS
Page 37
73 72 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.7 REAL ESTATE APPRAISALS DIRECTORS’ REPORT 2.7 REAL ESTATE APPRAISALS
Page 38
75 74 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.7 REAL ESTATE APPRAISALS DIRECTORS’ REPORT 2.7 REAL ESTATE APPRAISALS
Page 39
77 76 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.7 REAL ESTATE APPRAISALS DIRECTORS’ REPORT 2.7 REAL ESTATE APPRAISALS
Page 40
79 78 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.7 REAL ESTATE APPRAISALS DIRECTORS’ REPORT 2.7 REAL ESTATE APPRAISALS
Page 41
81 80 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.7 REAL ESTATE APPRAISALS DIRECTORS’ REPORT 2.7 REAL ESTATE APPRAISALS
Page 42
83 82 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.7 REAL ESTATE APPRAISALS DIRECTORS’ REPORT 2.7 REAL ESTATE APPRAISALS
Page 43
85 84 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.7 REAL ESTATE APPRAISALS DIRECTORS’ REPORT 2.7 REAL ESTATE APPRAISALS
Page 44
87 86 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.7 REAL ESTATE APPRAISALS DIRECTORS’ REPORT 2.7 REAL ESTATE APPRAISALS
Page 45
89 88 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.7 REAL ESTATE APPRAISALS DIRECTORS’ REPORT 2.7 REAL ESTATE APPRAISALS
Page 46
91 90 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.7 REAL ESTATE APPRAISALS DIRECTORS’ REPORT 2.7 REAL ESTATE APPRAISALS
Page 47
93 92 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.7 REAL ESTATE APPRAISALS DIRECTORS’ REPORT 2.7 REAL ESTATE APPRAISALS
Page 48
95 94 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.7 REAL ESTATE APPRAISALS DIRECTORS’ REPORT 2.7 REAL ESTATE APPRAISALS
Page 49
97 96 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.7 REAL ESTATE APPRAISALS DIRECTORS’ REPORT 2.7 REAL ESTATE APPRAISALS
Page 50
99 98 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.7 REAL ESTATE APPRAISALS DIRECTORS’ REPORT 2.7 REAL ESTATE APPRAISALS
Page 51
101 100 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.7 REAL ESTATE APPRAISALS DIRECTORS’ REPORT 2.7 REAL ESTATE APPRAISALS
Page 52
103 102 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.7 REAL ESTATE APPRAISALS DIRECTORS’ REPORT 2.7 REAL ESTATE APPRAISALS
Page 53
105 104 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.8 THE SIIQ REGULATORY ENVIRONMENT AND INFORMATION ON THE COMPANY’S COMPLIANCE The special SIIQ (Società di Investimento Immobiliare Quotate) regime was introduced in Art. 1, paragraphs 119 - 141, of Law 296 dated 27 December 2006 (“the Founding Law”) and is governed by the Ministry of Economics and Finance’s Decree no. 174 dated 7 September 2007 (“the Implementing Regulation”). Although the income generated by real estate rental acti- vities is exempt from IRES and IRAP , the Special regime requires SIIQs to distribute a minimum percentage of the income generated by such activities (“Exempt Opera- tions”). Based on Legislative Decree 133 of 12 September 2014, converted as amended into Law no. 164 of 11 November 2014, exempt operations may also include the capital gains and losses relating to rental properties and intere- sts held in SIIQ or SIINQ, as well as the income, capital gains and losses, relating to interests held in “qualified” real estate funds. In order to fulfil the distribution requirements, the SIIQs must distribute (or risk losing their SIIQ status): (i) at le- ast 70% of the distributable income generated by exempt operations upon approval of the full year financial state- ments; (ii) at least 50% of the capital gains generated by the sale of rental properties, interests in SIIQs or SIINQs, as well as in qualified real estate investment funds within two years of their realization. The main characteristic of the special regime is, therefore, the possibility of applying a specific system of taxation, once certain mandatory qualifications are complied with, based on which earnings are subject to taxation solely upon distribution to shareholders which basically inverts the system of taxation based on which income is subject to taxation when posted by the company rather than when distributed. The current requirements for eligibility under the special SIIQ regime can be summarized as follows: > Subjective requirements > It must be a joint stock company. > It must be resident in Italy for tax purposes or, if it is a permanent establishment predominantly engaging in real estate business in Italy, tax resident in one of European member states or in a country that is party to the Europe- an Economic Area (EEA) Agreement as indicated in the list appended to the decree issued by the Italian Ministry of Treasury and Finance as per paragraph 1 of Art. 168-bis of the Consolidated Income T ax Act. > Its shares must be traded on a regulated market. > Requirements concerning the articles of associa- tion Its corporate articles of association must include: > Rules adopted with regard to investments; > Limits on the concentration of investment and counter- party risk; > Limits on the maximum financial leverage allowed. > Objective requirements > Freehold properties or other rental properties, equity investments in other SIIQ/SIINQ, in SICAF and in “quali- fied” real estate funds must make up 80% of the real esta- te assets, the so-called “Asset T est”. > Revenue from rental activities, income from SIIQ/SIINQ, SICAF and “qualified” real estate funds, gains on rental properties must total at least 80% of the positive entries in the income statement, the so-called “Profit T est”. The failure to comply with one of the most important con- ditions for three consecutive years will result in ineligibi- lity under the special regime and the ordinary rules and regulations will be applied beginning as of the second of the three years considered. > Ownership requirements > A single shareholder may not hold more than 60% of the voting rights exercisable in ordinary Shareholders’ Meetings and more than 60% of the dividend rights, the so-called “Control limit”. > At least 25% of the float must be held by shareholders who, at the time the option is exercised, hold less than 2.8 / / The SIIQ status: Regulatory Environment and Information on the Company’s Compliance DIRECTORS’ REPORT 2.8 THE SIIQ REGULATORY ENVIRONMENT AND INFORMATION ON THE COMPANY’S COMPLIANCE 2% of the voting rights exercisable in ordinary Sharehol- ders’ Meetings and less than 2% of the dividend rights, the so-called “Float requisite”. This requisite is not applicable to companies that are already listed. For the purposes of assessing eligibility, the Founding Law expressly provides that subjective requirements and requirements connected to the articles of association be satisfied before the option is exercised, while objective and ownership requirements can be ascertained after the end of the financial statements for the year in which the option is exercised, and on an annual basis thereafter, fol- lowing financial year-end. > Reporting on compliance with subjective, objective and ownership requirements The subjective requirements were satisfied as IGD SIIQ SPA is a joint stock company, with headquarters and tax residency in Italy. Its shares are traded on the Mercato T e- lematico Azionario (MTA - screen-based stock market) managed by Borsa Italiana S.p.A. in the STAR segment. Based on the parent company’s financial statements at 31 December 2025 and likewise at 2024 year-end, both the equity and income requirements were also satisfied. The Asset T est showed that the value of freehold rental pro- perties held for leasing exceeded 80% of the total value of the real estate assets and the Profit T est showed that the revenues from the rental of freehold properties or other property rights rental activities totalled at least 80% of the positive entries in the income statement. As for the Ownership Requirement, based on the infor- mation available to the company, no single shareholder holds more than 60% of the voting rights exercisable in ordinary Shareholders’ Meetings and more than 60% of the profit-sharing rights. > Reporting on compliance with requirements of the articles of association With regard to the requirements set by the articles of as- sociation, please note the following. With regard to investments, it is expressly provided in Article 4.3 (i) of the Company’s Articles of Association that: “the Company shall not, either directly or through its subsidiaries, invest more than 30 percent of its assets in a given property with a single identity for zoning and fun- ctional purposes, except in the case of development plans covered by a single planning scheme, where portions of the property covered by individual, functionally indepen- dent building permits, or equipped with urban works that are sufficient to guarantee connection to public services, cease to have a single identity;” The Company did not invest, either directly or through its subsidiaries, more than 30% of its assets in a single pro- perty with common urban and functional characteristics. With regard to the limits on the concentration of invest- ment and counterparty risk, it is expressly provided in Ar- ticle 4.3 (ii) of the Company’s Articles of Association that: “income from a single tenant or from tenants belonging to a single group may not exceed 60 percent of total rental income;”. The income from a single tenant or tenants belonging to a single group does not exceed 60% of total rental income. With regard to limits on the maximum financial leverage permitted, it is expressly provided in Article 4.3 (iii) of the Company’s Articles of Association that: “the maximum permitted financial leverage, at a company or group level, is 85 percent of equity”. Financial leverage, either at group or company level, ne- ver exceeded 85% of equity. > Other information relating to the company’s adherence to the special regime Once it was clear that all the requisites had been satisfied, IGD exercised the option to be treated under the special regime effective from 1 January 2008. Under the special regime the total capital gains, net any losses, resulting from the difference between the normal value of the rental assets and the value for tax purposes at the end of the fiscal year, are subject to IRES (corporate income tax) and IRAP (regional business tax) at a tax rate of 20% (the Entry T ax). With reference to the 2024 financial year, it is confirmed that the Shareholders' Meeting of 16 April 2025 resolved to distribute a dividend of €11,034,190.30 to be taken from the Other available profit reserves deriving from exempt operations freed up as a result of the disposal during the 2024 financial year of 8 hypermarkets, 3 supermarkets and 2 shopping malls, transferred to the Food Fund.
Page 54
107 106 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.9 ORGANIZATION AND HUMAN RESOURCES DIRECTORS’ REPORT 2.9 ORGANIZATION AND HUMAN RESOURCES > Organizational structure In 2025, IGD confirms its dual commitment to formalize/ consolidate existing processes and activate new organiza- tional dynamics in compliance with the company strategy. Specifically: a) 2025 saw a strengthening of the company's focus on skills: the use of the assessment form and, above all, the subsequent discussion between managers and collabo- rators during its delivery phase confirmed the importan- ce of a competence-based approach to moving towards continuous improvement. Personnel turnover and replacements continued to be managed by updating or redefining profiles during the recruitment phase and fostering the development of in- ternal resources, where possible. Recruitment processes initiated the previous year were finalized, and solutions – sometimes internal – were found for vacancies created during the year. b) At the beginning of 2025, the Company and the tra- de union representatives signed the renewal of the Inte- grated Contract, which includes some new measures to promote people's well-being and a fair and inclusive work environment; c) Recruitment efforts continued, and new partnerships were established with search and selection firms with pro- ven experience in the real estate sector; d) For the year 2025, a new Smart Working agreement has been signed for IGD SIIQ workers; e) During 2025, the Company adopted a specific Policy and obtained an external certification in the area of Diver- sity, Equity and Inclusion. Furthermore, Diversity, Equity and Inclusion have been the subject of communication campaigns promoted both at institutional and individual Shopping Centre levels, with the aim of raising awareness of these issues among sta- keholders at various levels. > Workforce and Turnover At 31 December 2025, the workforce of Gruppo IGD Italia increased by 5% compared to the previous year, driven on the one hand by the strengthening of operational cove- rage of the Shopping Centres and on the other by the in- ternalization, at the headquarters, of some administrative activities previously outsourced. The breakdown of the personnel of Gruppo IGD Italia by job level and gender is shown below: 2.9 / / Organization and Human Resources 3 17 33 14 67 46%2 4% 2 6 31 40 79 54%3 5 23 64 54 1465 3% 16% 44% 37% 100% 100% Executive Middle Managers Junior Managers Clerks Total PercentageOf which fixed terms Men Women Total Percentage on total employees Percentage Below is the breakdown of staff turnover at Gruppo IGD Italy by job level (including fixed-term contracts): Executive Clerks Middle Managers Total Junior Managers Hires (*) 1 2 6 12 21 Resignation (*) 3 1 3 5 12 Change -2 1 3 7 9 * excluding promotion for Ex, Mid Mng, and Jun Mng There are 5 fixed-term contracts, equal to 4% of perma- nent contracts, a slight increase compared to the previous year. The turnover rate in Italy, calculated based on termina- tions of both fixed-term and permanent contracts betwe- en 1 January 2025, and 31 December 2025, and compared to contracts as of 31 December 2025, is 8%, down from 2024. With reference to the Winmark Romania Group's workfor- ce, a significant reduction is recorded: from 30 units in 2024 to 23 units in 2025. This data is directly linked to the sale of five properties with the consequent reduction in operational personnel employed on the assets being sold. Turnover in Romania over the year, i.e. terminations as a percentage of total workforce was 39% at 31 December 2025. Executive Middle Managers Junior Managers Clerks Total PercentageOf which fixed terms 5 13 29 32 79 54%3 4% 0 10 35 22 67 46%2 0 0 0 0 00 55 3% 23 16% 64 44% 54 37% 146 100% 100% IGD SIIQ IGD SERVICE Porta Medicea Percentage Percentage on tot. Employees Total The table below summarizes the total number of Gruppo IGD Italia employees, broken down by category (including fixed-term contracts) and company:
Page 55
109 108 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.9 ORGANIZATION AND HUMAN RESOURCES DIRECTORS’ REPORT 2.9 ORGANIZATION AND HUMAN RESOURCES The breakdown of Winmarkt Group personnel by job level and gender is shown below: Executive Middle Managers Junior Managers Clerks Total Percentage 0 2 3 1 6 26% 0 2 6 9 17 74% 0 4 9 10 23 100% 0% 17% 39% 43% 100% Men Women Total Percentage Out of 23 total employment contracts, only 2 are fixed term. Below is the breakdown of staff turnover at Winmarkt Group Romania by job level (including fixed-term contracts): Executives Clerks Middle Managers Total Junior Managers Hires 0 1 1 0 2 Resignation 0 2 4 3 9 Change 0 -1 -3 -3 -7 > Welfare programme Gruppo IGD Italia activated the Corporate Welfare Plan starting in 2017. The data relating to the use of the portal confirm that the Plan meets the needs of the Employees to whom it is ad- dressed (all permanent Employees with the exception of Managers). In 2025, the amount that each worker (proportionately, based on working hours - full time or part time) has avai- lable as an annual budget to use for the purchase of Wel- fare services through the Portal has been increased by 40%. Cadhoc shopping vouchers are also a new addition for 2025, joining the wide range of family spending services offered. The Portal contains reimbursement packages and vouchers for education and training, culture and recrea- tion, supplementary pension provision, social assistance and healthcare. The platform renews its services annually, expanding its opportunities both locally and nationally. Overall, 98.5% of employees in Italy took advantage of corporate welfare and 99% of the available budget was utilized overall. > COMPARISON OF WELFARE BENEFITS USED Healthcare, wellbeing and culture Family Supplementary health insurance Complementary pension fund > Remuneration policies, professional develop- ment and other staff policies In 2025, all the Italian employees under permanent con- tracts (in employment for at least six months) were in- cluded in the corporate incentive plan, which involved a bonus (variable salary) on the achievement of certain cor- porate and individual targets. The yearly performance evaluation involved all permanent employees in force since 01/01/2025. In 2025, in Italy, there were 16 salary reviews with me- rit-based pay raises. During the same period, three new career growth paths were activated and seven, assigned in previous years or in the current year, were completed. In 2025, as part of the Company's policy of enhancing and developing internal skills, the office of Director of Admini- stration and Financial Reporting Officer was entrusted to a professional already employed by the company, confir- ming the Group's commitment to recognizing and develo- ping female talent in top management positions. By this addition and the simultaneous reduction in the number of Managers, which took place during the year (from 6 in 2024 to 5 in 2025), women in IGD's manage- ment represent 40% of the total, marking a significant step forward towards the growth and consolidation of our structure and an important strategic contribution to the future and growth of the company. > Training During 2025, training activities within Gruppo IGD Italia focused on targeted initiatives, in line with the Group's operational and strategic needs. More precisely: > The English language course continued and was ex - tended to a larger number of participants compared to previous years. This choice responds to the evolution of the organizational context, characterized by an increasing number of interactions with international stakeholders; > Technical and specialist training activities were desi- gned and delivered, aimed primarily at specific company functions and roles. These interventions supported the continuous update of skills required for operational asset management, process governance, and alignment with regulations and industry best practices. The safety sector has continued to be a focus also in ter- ms of training, both for new hires and for the periodic updating of workers and that aimed at specific roles (first aid, RLS). During the year, as part of the review of internal company documentation related to the DE&I certification process, the Company adapted its training procedure. It also de- fined the steps necessary for the annual structuring of the Training Plan, which is drawn up annually by the HR Department with the contribution of all company depart- ments, taking into account the requests emerging from the skills assessment forms. This year, like last year, training sessions were held digital- ly whenever possible. The third edition of the Academy for Shopping Centre Managers, a project organized by the Italian Council of Shopping Centres (CNCC) in cooperation with Università Cattolica of Milan, involved companies in the sector from 2023 2024 2025 13% 9.5%12% 26% 21% 27% 28% 21% 28% 33% 48.5% 33%
Page 56
111 110 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.10 SUSTAINABILITY: STRATEGY AND PERFORMANCE 2025 DIRECTORS’ REPORT 2.9 ORGANIZATION AND HUMAN RESOURCES all over Italy. Three IGD resources participated, bringing the total number involved in the three-year period to 11. In 2025, more than half of the employees attended at le- ast one training event. A total of 1,536 hours were taught, including mandatory security training, with an investment of €74,912. > Training at Winmarkt Group In Romania, 2025 training activities focused on technical and mandatory courses, closely in line with the regulatory and operational requirements of the professional roles in- volved. Compared to 2024, the average number of training hours per employee increased from 4 hours to 5.91 hours, for a total annual number of 248 hours. In 2011 IGD embarked on a structured sustainability path grounded on the awareness that environmental, social and governance factors are essential to healthy, lasting long-term growth. The company is both owner and ma- nager of its assets. It therefore has the tools needed to make structural changes and apply the defined policies to everyday shopping centre operations. Since 2013, IGD has integrated sustainability into its stra- tegic planning, involving internal and external stakehol- ders, and since 2017, it has structured its sustainability strategy along 5 guiding principles: > GREEN: Reduce environmental impact, actively contri- buting to the transition toward a “low carbon” economy in the countries where the company operates; > RESPONSIBLE: Act responsibly with respect to indivi- duals, both employees and shopping mall visitors; > ETHICAL: Act ethically in all interactions with stakehol- ders, ensuring compliance with laws and regulations, and promoting behaviours that positively shape the environ- ment in which the company operates; > ATTRACTIVE: Make its structures attractive, both when working on the assets and when managing the offer and the marketing activities, with a specific focus on innova- tion; > TOGETHER: Act together with its stakeholders, stren- gthening not only the significant role of the shopping cen- tres as local shopping destinations, but also the economic and social development of the communities in which the company operates. The initials of the guiding principles are included in the caption «Becoming Great», pointing to the path that the Company aims to achieve over time, in compliance with the material issues that form the basis of the strategy, planning and sustainability reporting. 2.10 / / Sustainability: strategy and performance 2025 2.10.1 / / Sustainability targets (connected to plan- ning) 2025 was the first year of the 2025-2027 planning. The main actions taken during the year towards the achieve- ment of its targets are reported below. For a complete view of the quantitative targets for the 2025-2027 period, please visit www.gruppoigd.it/sosteni- bilità. The following scale was used to determine to what extent a 2025-2027 Plan target has been achieved: Key - level of achievement of targets: 4/4 fully achieved 3/4 achieved in significant part 2/4 achieved in small part 1/4 not achieved Green Responsible Ethical Attractive Together 1. Road to zero emissions 2. Zero waste 3. Accessibility and sustainable mobility 4. Good employment 5. Wellbeing, health and safety 6. Governance, ethics and corruption 7. Enhancement of the portfolio 8. Spaces to be lived in 9. Innovation 10. Relations with the community and stakeholders
Page 57
113 112 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.10 SUSTAINABILITY: STRATEGY AND PERFORMANCE 2025 DIRECTORS’ REPORT 2.10 SUSTAINABILITY: STRATEGY AND PERFORMANCE 2025 Cyber Security: publish the policy, constantly monitor the incidents and shorten response times. Ensure that the Responsible Tenancy Policy (once the necessary clauses have been defined) and the Responsible Supply Chain Policy are signed by all tenants and suppliers at contract renewal or at the signing of new contracts. Mantain the Legality Rating with the maximum score. Maintain UNI ISO 37001 certification. Create a UNI ISO 14001-45001-9001 integrated certification system. Complete the integration of ESG risks within Enterprise Risk Management. An Action Plan regardinf Cybersecurity was defined and the first actions contained within it were carried out. All supppliers signed the Responsible Supply Chain Policy at contract renewal. Assessment is currently underway regarding the clauses relating to the Responsible Tenancy Policy. Annual audit carried out by Certifying Body. A certified QHSE (Quality, Health, Safety and Environment) management system was adopted, which unites all the UNI ISO 14001-45001-9001 standards. Renewal obtained for the fifth time in 2024 with the maximum score (3 stars). The integration of risk contained in the ERM system and sustainability risks was completed. Carry out restyling/refurbishment activities in 4 Shopping Centres with energy improvement measures. 100% of the Italian Shopping Centres with at least one annual inititative on social or environmental issues_Italy. Continue implementing the Digital Plan. Improve overall the assessments obtained in solicited CSR ratings. Engage at least one non-profit organisation in 100% of the Shopping Centres. Involve at least 50% of tenants in the sharing of data on energy consumption. Work relating to the restyling of Leonardo Shopping Centre in Imola - Bologna continued ant the revamping work in ESP Shopping Centre in Ravenna was concluded. In 2025, 88% of the Italian portfolio Shopping Centres organised at least one event on social or environmental issues. In 2025, 12 Shopping Centres were using the Loyalty App system and in July 2025 the IGD platform Connect for the management and digitalisation of relations with tenants became active in all the Shopping Centres. In 2025 the assessments obtained in 2 solicited ratings were confirmed (GRESB and CDP) compared to 2024. 82% of the Shopping Centres at Group level engaged at least one non-profit organisation in initiatives within the structure. 40% of tenants were involved in the sharing of data on energy consumption. ETHICAL ATTRACTIVE TOGETHER Actions carried out during 2025 Actions carried out during 2025 Level of achievement of the target in the 2025-2027 Plan Level of achievement of the target in the 2025-2027 Plan Target Target Purchase energy from renewable sources for 70% of the energy consumed (and for 94% with regard to the properties in Italy). Increase by 50% the installed power capacity of the photovoltaic system (baseline 2024). Reduce the intensity of greenhouse gas emissionsLocation based by 40% (TonneCo2e/m2, base 2018). Reach the target of 200 EV charging stations installed in the Group portfolio. Identify any Shopping Centres in the Italian portfolio exposed to climate risk and define an Action Plan for 100% of them. Map the "water stressed" areas and identify the most appropriate solutions for these properties. Arrive at the certification of over 95% of the Italian Shopping Centres (in Fair Value) by 2027, with a minimum assessment of "Very Good". Reach a rate of 60% of waste that is sent to recycling. Introduction of systems that enable consumption to be monitored and reduced in 16 Shopping Centres. Involve 100% of the employees in at least one training activity each year. Define a CSR target for the Top Management and for the main associated roles. Define the DE&I Policy and obtain the specific certification. Introduce every year at least one new service into the Corporate Welfare Plan for the employees. Carry out an internal atmosphere assessment in the threee-year period and define, if required, an Improvement Plan. Involve at least 95% of the employees in at least one training activity on sustainability in the three-year period. 70.5%of the total energy was purchased from renewable sources at Group level and 95% at Italian level. A group level, 60% of the employees were involved in at least one training activity in 2025. Sustainability represent a component of variable pay for the Top Management. In addition to the Top Management, 15 people were attributed CSR targets in 2025. The DE&I policy was approved by the Board of Directors in the month of August 2025 and ISO30415 certification was obtained in the month of December. The employees were offered a "Long Term Care" individual insurance cover, which provides employees with financial support by means of a pension in the event they are no longer self-sufficient. Internal atmosphere assessment scheduled for 2027. During the process which led to UNI ISO 30415 certification being obtained, training activities were carried out for the work group involved (11 employees). No new photovoltaic system was installed during the year. Agreements were signed for the installation of new system in three Shopping Centres in Italy in 2026. Co2 emissions were reduced by 54.2% compared to the baseline (2018). 168 EV charging stations installed as at 2025 (+40 compared to 2024). Climate risks were analysed for the entire Italian portfolio of Shopping Centres and a specific "climate risk analysis" was carried out with a transition roadmap in 7 Shopping Centres during Breeam In Use certification. A mitigation project was defined for Lungosavio. The first "water stressed" analysis was carried out during climate risk assessments. 92% of the Italian portfolio Shopping Centres (in Fair Value) are now Breeam In Use Certified. In 2025 the waste sent to recycling was equal to 56.5% at Group level, 85% at Italian level. An energy consumption monitoring and optimisation system based on artificial intelligence and on sensors was installed in four Shopping Centres and an agreement was signed for it to be installed in 3 other structure in 2026. GREEN RESPONSIBLE
Page 58
115 114 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.12 MAIN RISKS AND UNCERTAINTIES FOR IGD SIIQ S.P.A. AND THE GROUP DIRECTORS’ REPORT 2.11 BUSINESS OUTLOOK in which KRIs play a key role in the early identification of warning signals. The evaluation takes place with a cross-functional approach that involves all the relevant departments. 3. The dual qualitative and quantitative evaluation has been confirmed, keeping the set of main indicators un- changed: FFO@risk (Funds From Operations), LTV@risk (Loan to Value) and ICR@risk (Interest Coverage Ratio), the latter being relevant for monitoring the Company's ability to cover financial costs through its operating pro- fits. Risk assessment and management are conducted on a quarterly basis, focusing on areas deemed priority for the continuity and sustainability of the business model. The risk appetite framework, refined in 2023, was further validated and operationally applied, using quantitative parameters closely linked to the key indicators of the bud- get plan, including FFO (Fund for Operations), LTV (Loan to Value) and ICR (Interest Coverage Ratio). At the same time, a benchmarking exercise confirmed the complete- ness of the Group's risk library compared to its main Eu- ropean peers and market trends, strengthening the ability to promptly identify key risk areas and develop mitigation strategies consistent with industry best practices. The Group's primary risks are described below. 2.12.1 / / Strategic risks 2.12.1.1 Risk – Retail Market changes The evolution of the retail market, driven by macroecono- mic, technological, and consumer factors, could compro- mise the economic sustainability of shopping centres. The growth of e-commerce, changes in purchasing behaviour, and new social habits may reduce the demand for physi- cal retail spaces. Main risk factors: > Radical change in consumer habits, affecting IGD’s bu- siness model based on shopping centres; > Regulatory changes with a strong impact on business activities, which could impact the Group’s revenue and the value of its assets; > Change in economic/financial market conditions; > Domestic/international political crises. > Controls adopted to monitor risk exposure and miti- gate impact The Company continuously monitors the macroeconomic context and retail market trends, adapting strategies and operational interventions based on changes in consu- mption and information shared within the CNCC. At the same time, it continues to strengthen its digital strategy through the Digital Plan, the revamping of its websites, the creation of a Reserved Area, and a structured use of social media channels, improving visitor experience and the analysis of their behaviour. On an organizational level, IGD continues to evolve its di- gital processes thanks to the introduction of an integra- ted CRM and a dedicated digital innovation operator, to ensure a more efficient data management, more accurate profiling, and more targeted communication. The omni- channel approach is developed gradually, so as to adapt to market changes and the results of the implemented initiatives. Furthermore, flexible lease management— through renegotiations, when necessary—helps maintain tenant mix stability and prevent an increase in vacancies. For the portfolio in Romania, territorial diversification reduces risks related to variations in consumption. Win- markt’s Commercial Management regularly monitors local competition and responds with renovations, extraordi- nary maintenance and marketing strategies to strengthen the attractiveness of shopping centres. On a broader level, Management closely monitors the na- tional and international socio-political situation for both the Italian and Romanian markets, analysing indicators of political stability and regulatory developments that could impact corporate obligations, with the support of specialized firms, as applicable. The Company also main- tains ongoing relationships with institutional bodies and commercial entities, both nationally and internationally, to broaden its information flow and deepen its understan- ding of the markets in which it operates. 2.12.1.2 Risk – Attractivity of Shopping Centres Risks related to the ability of shopping centres to at- tract visitors and maintain a constant flow of customers, aspects that are fundamental to their economic sustaina- bility. Factors such as the quality of the offering, location, accessibility, and overall experience influence attractive- ness. Main risk factors: > Shopping centre format no longer attractive, with a mo- 2.10.2 / /Risks and relevant policies/actions The process of integrating sustainability risks into the En- terprise Risk Management (ERM) model was completed in 2025. Launched in 2023, this process has strengthened the integration of ESG issues into decision-making and operational processes, increasingly aligning risk manage- ment with the organization's strategic priorities. The project included an initial comparative analysis pha- se between the sustainability framework and the existing ERM model, aimed at identifying similarities, overlaps, and areas for improvement. Following this first step, the risk tree was revised to ensure a classification that is consi- stent with the logic and structure of the ERM system. The final phase involved the structural integration of sustai- nability risks into the existing dashboard. The definition of this process allows all risks to be merged into a single monitoring system that includes a quarterly assessment of the performance of the Key Risk Indicators (KRIs). Con- trol and Risk Committee. > Actions taken and results achieved in 2025 The Corporate Sustainability Report provides a yearly report on both the actions taken and the socio-environ- mental performance achieved by the Company during the year. The data and the information in the report are subject to Limited Assurance based on ISAE 3000 proce- dures. The 2025 Sustainability Report can be found on the corporate website at https:/ /www.gruppoigd.it/sostenibi- lita/bilancio-di-sostenibilita/archivio-bilanci/. IGD expects continued growth in operating results in 2026, together with a further improvement in financial management driven by the full effect of the November 2025 bond issue and the new financing agreement signed in February 2026. For these reasons, and based on the current macroeconomic and operational scenario, Funds From 0perations (FFO) are expected to be at least €45 million, up 9.2% compared to the 2025 figure. This fo- recast reflects the full implementation of the initiatives launched during the last financial year, the contribution of the financial optimization operations carried out, and the consolidation of the core portfolio's operating perfor- mance. 2.11 / / Business Outlook IGD’s operations entail inherent risks that influence the Group’s earnings and financial situation. To identify and assess its business risks, IGD SIIQ S.p.A. has developed an integrated Enterprise Risk Management (ERM) system based on the COSO framework promoted by the Committee of Sponsoring Organizations of the Treadway Commission. This systematic approach makes it possible to identify priority risk areas, assess the poten- tial negative effects in advance, and implement control mechanisms for the Company's protection. The Company monitors the various risks in light of its stra- tegic, operational, financial and compliance goals, ad mo- nitors risks through a model based on Key Risk Indicators (KRI). These indicators play a central role as they act as trend signals, allowing Management to promptly identify significant changes in risk profiles and, where necessary, proactively activate corrective actions. In 2024, the Group’s risk management model consolida- ted the previous year’s progress by introducing advanced quantitative models based on probabilistic simulations. These models make it possible to assess risk exposure at different confidence levels, considering both ordinary scenarios and stress conditions. In 2025, the model was further refined thanks to the resul- ts obtained, with a significant reduction in the gap betwe- en actuals and forecasts, evidence of the growing maturi- ty and stability of the process. In this context: 1. The risk catalogue has been reorganized, reducing the number of entries by approximately 50%, thus increasing the focus on the most relevant ones. To support this acti- vity, a benchmarking study was conducted on a set of Eu- ropean operators, to bring the risk library in line with the most widespread practices in the sector. 2. A more complex monitoring system has been defi- ned, based on proactive, reactive, and structural controls, 2.12 / / Main risks and uncertainties for IGD SIIQ S.p.A. and the Group
Page 59
117 116 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.11 BUSINESS OUTLOOK DIRECTORS’ REPORT 2.12 MAIN RISKS AND UNCERTAINTIES FOR IGD SIIQ S.P.A. AND THE GROUP > Failure to achieve the expected profitability for extraor- dinary transactions (investments or divestments) appro- ved by the Board of Directors, due to sudden and unfore- seeable changes in market conditions. > Controls adopted to monitor risk exposure and miti- gate impact The Company constantly monitors the trend of interest rates and the retail real estate market, adopting a finan- cial discipline consistent with maintaining an Investment Grade profile. The financing strategy has been revised to rebalance debt and complete the divestment of non-stra- tegic assets, such as those in Romania. The Strategic Plan is periodically updated by Top Mana- gement, who evaluates the results and progress of invest- ments through recurring simulations and checks, suppor- ted by specialized professionals. Investment analyses are shared across all involved company functions and submit- ted to the Board of Directors for approval. To ensure informed decisions, the Company also uses external experts for market analysis, scenarios, and ap- propriateness opinions, while the Asset Management De- partment—together with the Commercial and Operations functions—assesses the opportunity to continue negotia- tions related to individual projects. 2.12.1.5 Risk – ESG and Climate Change Risk that climate change and ESG (Environmental, Social, Governance) factors compromise the strategic competiti- veness and profitability of real estate assets. It implies an inadequate company response to regulatory, consumer, environmental, and social changes, with significant me- dium- to long-term impacts. Main risk factors: > New environmental and ESG regulations requiring action and investment to maintain compliance, competiti- veness and access to sustainable capital. > Growing preference among consumers and tenants for sustainable and efficient properties, resulting in a reduced attractiveness of unsuitable assets. > More intense weather events that increase operational risks, maintenance costs and the need for interventions to ensure asset resilience. > Controls adopted to monitor risk exposure and miti- gate impact Since 2017, IGD's sustainability strategy has been sum- marized in the "Becoming GREAT." programme, which expresses the company's commitment to pursuing sustai- nable growth, attention to environmental issues, centrality of the people, ethics, quality and attractiveness of spaces, and collaboration with stakeholders. In light of the clima- te change and considering the specific nature of its busi- ness, the Company has signed an All-Risk agreement with a leading insurance provider, renewing coverage annually for each shopping centre. In 2023, the maximum amounts were further increased to strengthen protection against catastrophic events. The Company also prepares a sustai- nability report that integrates risk analysis according to internationally recognized models (formerly TCFD). It has also adopted a dedicated ESG policy for suppliers and employs a sustainability committee—the Strategic and Sustainability Committee—to support the governance and implementation of ESG initiatives. 2.12.2 / / Financial risks 2.12.2.1 Risk – Interest Rate Fluctuations Interest rate risk is the risk that changes in reference rates (e.g. EURIBOR, LIBOR, SOFR) negatively impact the cost of capital, the value of financial instruments, and a com- pany's profitability. This risk mainly affects companies with exposure to variable rate loans, derivatives, bonds and financial investments sensitive to interest rates. Main risk factors: > Sudden fluctuations in EURIBOR, LIBOR or SOFR can increase the cost of floating rate financing, impacting the company's cost structure. > Monetary policy decisions (e.g. ECB, FED) such as in- creases or cuts in official rates to control inflation, econo- mic growth or financial stability. > Controls adopted to monitor risk exposure and miti- gate impact The target level of interest rate risk coverage, defined as the ratio of fixed-rate debt to total debt, is established by the CEO and the Finance Department and shared with the Board of Directors. The Finance Department constantly monitors its performance to ensure it remains in line with the approved strategic guidelines and continuously mo- nitors market developments to identify the most suitable solutions to increase the average maturity of the covera- ge, while maintaining the objective of minimizing the cost of the Group's debt. del that does not fully respond to new consumer and visi- tor experience expectations. > Entry of new local competitors – or strengthening of existing ones – with more innovative offerings capable of intercepting changes in consumer habits. > Crisis of hypermarkets, which could affect the large-spa- ce occupancy of shopping centres, the general appeal of a centre to customers, and the Company's revenue. > Crisis of large retailers, which could lead to the loss of significant space in shopping centres, a reduction in customer footfall and consequent negative effects on the Company's revenues. > Controls adopted to monitor risk exposure and miti- gate impact IGD regularly monitors hypermarket sales, comparing them with industry benchmarks, and intervenes by remo- delling the malls when necessary to introduce more at- tractive tenants. It continuously analyses consumer trends, inflation, and competition, and strengthens the appeal of shopping cen- tres by adding anchor stores and verifying pricing against performance targets. In difficult situations, it can temporarily or permanently review fees and activate support measures for operators, complementing them with renewal interventions to main- tain competitiveness. Strategic choices are guided by a plan and budget based on economic and sector analyses, supported by omnichannel communication and a positio- ning focused on food and highly attractive national and international operators. 2.12.1.3 Risk - Asset valuation Asset value declines can occur when the performance or profitability of properties slows over time. This may de- pend on several factors, including market dynamics, regu- latory updates, or operational aspects that require adjust- ments. Main risk factors: > External events can affect the value of assets, reducing market interest in commercial real estate and pushing some investors to divest, resulting in downward pressure on prices. > Rising interest rates can reduce the profitability of com- panies and the value of their properties, also limiting the ability to refinance debt or obtain new financing on favou- rable terms. > Asset performance may decline due to specific factors, such as intrinsic characteristics of the property, location or catchment area, or due to suboptimal operational and asset management. > Controls adopted to monitor risk exposure and miti- gate impact The Company regularly monitors sales data, commercial dynamics, and renegotiation trends, also relying on the support of external appraisers to identify any signs of changes in the commercial real estate market. To antici- pate potential impacts on property values, periodic sensi- tivity analyses are conducted on key assets, assessing the effects of changes in key valuation variables. Furthermo- re, estimates of the assets' future value are integrated into forecasting, budgeting, and business planning processes. The Planning and Control Department verifies the accu- racy of the appraisals, reconstructs the valuation models, and includes dedicated sensitivity analyses in the financial statements. When necessary, the Company may request further comparative assessments by independent experts to strengthen its control over the process. The geographical diversification of the portfolio helps re- duce exposure to local risks. Property appraisals are car- ried out by specialized independent appraisers twice a year, with a scheduled rotation of assignments to ensure more thorough supervision. The system is clearly outlined in Procedure 19, which defines in a structured way the as- set appraisal process, the responsibilities involved and the controls necessary to ensure accuracy and consistency in the valuations. 2.12.1.4 Risk – Strategies and Investments The risks associated with the Group's strategies and in- vestments concern all decisions that may affect the or- ganization's ability to create expected value over time. These risks include the possibility that strategic choices not fully aligned with the market context, suboptimal in- vestments, or inadequate timing could reduce expected profitability, slow portfolio development, and impact the resilience of the operating structure. Main risk factors: > Delays in debt refinancing due to an undefined or un- clear financial strategies, with negative effects on access to the best sources of financing and on the Company's rating.
Page 60
119 118 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.12 MAIN RISKS AND UNCERTAINTIES FOR IGD SIIQ S.P.A. AND THE GROUP DIRECTORS’ REPORT 2.12 MAIN RISKS AND UNCERTAINTIES FOR IGD SIIQ S.P.A. AND THE GROUP payment terms and worsening financial conditions, with possible effects on expected losses. > Greater difficulties in debt collection activities, due to persistent delays and disputes, which lead to an extension of collection times and potential impacts on liquidity. > Controls adopted to monitor risk exposure and miti- gate impact Operators are selected through preliminary checks on their financial and equity soundness, conducted with the support of external consultants, to identify any potential risks before signing the contract. To guarantee its commit- ments, the Company requires sureties or security deposi- ts equivalent to an average of six months' rent, while ope- rators' creditworthiness is constantly monitored through a dedicated programme that flags any deterioration. In the event of payment irregularities, internal debt col- lection procedures are activated, with timely intervention and constant coordination between Leasing, Digital & Innovation, Legal Affairs, Contracts, and Credit Manage- ment, so as to promptly limit any financial impacts. In Romania, the law allows the owner to immediately re- gain possession of the premises in the event of the tenant's default, although the tenant must still provide guarantees such as sureties or deposits (equivalent to approximately two months' rent). The write-down of receivables follows prudential criteria with full coverage beyond 60 days of aging, except for agreements already signed. Client eva- luation is based on established practices, taking into ac- count commercial expertise, shareholder solidity, and Chamber of Commerce information; for local operators, the opinion of the Centre Directors is also relevant. In sup- port of this, a formalized risk control procedure has been introduced. The Company applies a credit impairment policy with high coverage—72% for receivables in litigation and 82% for those in proceedings—updated quarterly. Credit ma- nagement is supported by strong coordination between company functions, thus ensuring an integrated and con- sistent approach. 2.12.2.5 Risk - Financial Counterparties Financial counterparty risk refers to the possibility that financial counterparties (banks, financial institutions) mi- ght be unable to meet their financial obligations, causing losses for the company. Main risk factors: > Increased risk of failure or insolvency by one or more financial counterparties. > Initiation of debt restructuring processes by a financial counterparty. > Worsening of the creditworthiness of the financial coun- terparty, resulting from reviews or downgrades by rating agencies. > Controls adopted to monitor risk exposure and miti- gate impact The Company continuously monitors the creditworthi- ness of its financial counterparties, analysing their capital strength, liquidity indicators, and any signs of deterio- ration detected by databases, market reports, or rating agency updates. The same level of care is also applied when evaluating po- tential new counterparties, ensuring appropriate selection and preventing exposure to entities with risk profiles that are inconsistent with the company's financial policies. At the same time, the Company pursues a strategy of bro- ad diversification of financial counterparties, spreading exposures across multiple qualified institutions and inter- mediaries. This approach reduces risk concentration and ensures greater operational continuity even in the presen- ce of specific critical issues affecting individual entities. 2.12.2.6 Risk – Currency (LEU vs EURO) Currency risk refers to the possibility that changes in the exchange rates between the Romanian Leu (LEU) and the Euro (EUR) could negatively affect the company's finan- cial results. Main risk factors: > Fluctuation of the Euro/Ron exchange rate. > Controls adopted to monitor risk exposure and miti- gate impact The fees applied to operators active on the Romanian market are defined in Euro, but invoicing and collections are made in local currency (RON). This configuration exposes the risk that any exchange rate fluctuations could reduce operators' ability to meet their contractual obliga- tions. To mitigate this risk, receipts in local currency are periodically converted into Euros, thus limiting the effect of exchange rate fluctuations on the financial result. Revenues and assets denominated in foreign currencies still represent a small share of the Group's total (around 5%). In the presence of particularly favourable interest rate conditions, the Group may also consider increasing its le- vel of coverage in order to establish economically advan- tageous conditions for defined periods of time. In support of this strategy, the interest rate risk management poli- cy involves the use of both fixed-rate and variable-rate financing. Hedging for variable-rate financing is achie- ved through derivative instruments such as interest rate swaps, caps, or collars. 2.12.2.2 Risk - Access to financial capital resources The risk of access to financial capital resources concerns the difficulty in obtaining funds to finance the construction and management of assets. If access to capital becomes more expensive or limited, the company may face increa- sed financing costs, reduced liquidity, and difficulty inve- sting in development projects or maintaining assets. This could jeopardize the company's long-term growth, profi- tability, and financial strength. Main risk factors: > Rising interest rates and inflation can significantly in- crease the cost of capital, making access to finance more expensive. > The need to find liquidity in situations of scarce resour- ces can slow down growth plans and, in the most critical cases, limit full company operations. > Adverse market conditions, especially during periods of economic instability or financial crises, can make it more difficult for the company to raise capital through the is- suance of bonds or shares. > Controls adopted to monitor risk exposure and miti- gate impact The Group proactively utilizes various forms of financing, including committed and uncommitted lines of credit, in- cluding lines made available by the parent company Coop Alleanza through a revolving credit facility at market con- ditions. Maturing debts are refinanced well in advance, and in any event more than 12 months from maturity, so as to avoid impact on ratings. Financial risk assessment is supported by dedicated models such as cash flow sen- sitivity, stress tests, and counterparty default probability analysis. Covenants are continuously monitored, with the aim of promptly identifying any signs of potential breaches of contractual thresholds and activating the necessary cor- rective measures. The Group finances itself mainly through medium- to long-term loans, both mortgage-backed and unsecured, as well as fixed-rate bond issues, constantly monitoring compliance with covenants. Financial commitments are structured to be supported by operating cash flows, while any temporary needs are covered through available credit lines. Integrating business plan data with the financial and economic data of the Finance and Treasury Department enables unified and more effective management of finan- cial risk. 2.12.2.3 Risk – Liquidity Liquidity risk refers to the possibility that the Group will be unable to meet its financial obligations when they be- come due to a lack of liquidity (cash or cash equivalents). Main risk factors: > Cash flow imbalance, and unavailability of cash to meet commitments with creditors (internal financial manage- ment). > Delays or failures to collect from tenants or commercial counterparties, which reduce available liquidity and may compromise the company's ability to make timely pay - ments, investments and debt service. > Controls adopted to monitor risk exposure and miti- gate impact The Finance Department manages liquidity through on- going cash flow forecasts, updated quarterly with a rolling horizon, to ensure adequate resources for the company's operational needs. To support this activity, the Group maintains committed and uncommitted credit facilities available to meet any unforeseen needs and regularly monitors assets to identi- fy non-strategic ones that can be disposed of to generate immediate liquidity. IGD has also defined procedures and tools dedicated to controlling the cash flow management process and has integrated the business plan data with the economic and financial information from the Finance and Treasury Department, adopting a unified approach that allows for more effective management of overall fi- nancial risk. 2.12.2.4 Risk - Trade receivables Credit risk refers to the possibility that customers or bu- siness partners will be unable to meet their financial obli- gations, causing losses for the company. Main risk factors: > Increased risk of customer insolvency, caused by longer
Page 61
121 120 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.12 MAIN RISKS AND UNCERTAINTIES FOR IGD SIIQ S.P.A. AND THE GROUP DIRECTORS’ REPORT 2.12 MAIN RISKS AND UNCERTAINTIES FOR IGD SIIQ S.P.A. AND THE GROUP nuity of rental revenue. Main risk factors: > Delays or missed rental payments, which can compro- mise the stability of cash flows and generate pressure on overall financial management. > High tenant turnover, resulting in increased vacancy pe- riods, relocation costs and reduced commercial continuity of the centre. > Difficulty in attracting new quality tenants, limiting the product mix, the profitability of the spaces and the overall attractiveness of the shopping centre. > Controls adopted to monitor risk exposure and miti- gate impact In Italy, the management and enhancement of commercial assets is based on constant monitoring of each property, with particular attention to positioning, vacancy levels, and footfall flows. Based on these analyses, interventions are planned on the product mix, which include tenant tur- nover, restyling operations, or space layouts. An impor- tant lever is the diversification of the operator mix, so as to avoid sectoral concentrations and maintain a balanced offering. To support revenue stability, the duration of the WALB is monitored, while tools such as fit-out contributions are used to attract strategic anchor stores. At the same time, the Company promotes tenant engagement and loyalty programmes, resorting, when necessary, to initial con- tractual incentives such as sliding scale rents. Operators' performance is verified through the collection of sales re- ports, supplemented by monitoring their financial situa- tion through Credit Management activities. In Romania, management is based on continuous analysis of the tenant mix and market trends, supported by perio- dic comparisons with competitors and customer footfall data. The performance of the centres is measured throu- gh monthly reporting that aggregates key operational indicators. One of the most significant lines of develop- ment concerns the strategic conversion of the top levels towards alternative uses or new formats, often supported by CAPEX investments for restyling or redefinition of the layout. Marketing activities focused on the centre help at- tract new customers, while the development of proprie- tary formats—such as Gameland or Winiland—enhances under-performing areas. On the commercial front, a “full occupancy” strategy is being pursued, including through targeted negotiations on rent levels. In terms of corrective measures, Italian policies provide for the possibility of introducing temporary rent adjustmen- ts in the event of tenant difficulties, usually in exchange for a block on contractual withdrawal. In Romania, similar actions include revising layouts or repositioning non-pri- me assets to adapt to market conditions, supporting lo- cal tenants through dedicated marketing initiatives, and, where necessary, engaging external agencies to revitalize underperforming plans. The governance of the trade process differs between the two countries. In Italy, the Leasing Department is the primary procedural hub for commercial decisions, while initiatives with significant strategic impact require the approval of the CEO. The Value-Add Manager function contributes to the valorisation of spaces, integrated with monthly reporting that monitors trade and operational aspects and with cross-functional coordination between Leasing, Planning, Credit Management and other com- pany functions involved. In Romania, strategic monitoring is supported by an ope- rational dashboard (Zoom file) that consolidates indica- tors such as occupancy, sales, and product mix. Mana- gement is based on an operating model adapted to the specific characteristics of Winmarkt centres—characteri- zed, for example, by vertical development and a structure similar to a department store—and on a local organizatio- nal structure with a high degree of decision-making auto- nomy on the ground. 2.12.3.4 Risk - Leases Leasing risk refers to the possibility that commercial lea- ses will not be honoured, commercial spaces will remain vacant, or lease terms will be unfavourable, negatively im- pacting a company's revenue and profitability. Main risk factors: > Bankruptcy or insolvency of a major tenant, which can lead to sudden vacancies, loss of footfall, and significant impacts on the centre's overall revenue. > Economic crisis or drop in consumption, resulting in re- duced tenant sales, greater financial weakness of the te- nants and their reduced capacity to sustain rents. > Loss of tenants due to reduced attractivity of IGD's commercial offerings or the centres it manages, with ef- fects on occupancy, product mix and overall customer perception of the offering. 2.12.3 / / Operating risks 2.12.3.1 Risk - Performance of owned properties Physical asset management risk refers to the possibility that ineffective or inadequate management of shopping centre physical assets (such as buildings, infrastructure, equipment) could adversely affect the company's opera- tions and financial results. Main risk factors: > Physical deterioration or obsolescence of the proper- ty, due to lack of maintenance, structural deterioration, inefficiency of the systems or failure to comply with re- gulations, with consequent loss of quality and increase in operating costs. > Interruption of operations for various reasons such as operational, environmental, social, etc. > Controls adopted to monitor risk exposure and miti- gate impact Real estate asset management involves the implementa- tion of routine and extraordinary maintenance program- mes, along with periodic inspections to verify the condi- tion of civil engineering works, roofing, flooring, electrical and plumbing systems, parking lots, and common areas. For each asset, technical logs and maintenance history are updated to ensure traceability and continuity of ma- nagement. Regulatory compliance checks are also carried out, particularly for electrical systems, fire safety, and the removal of architectural barriers. To support the preven- tion of obsolescence, dedicated investment plans are de- fined for the technological and infrastructural updating of assets. The Company adopts framework contracts with qualified suppliers, which provide clear service level agreements (SLAs) even for urgent interventions. A ticketing system is in place for internal staff or tenants to report and track faults, and alternative suppliers have been identified for critical assets to ensure business continuity in the event of key partners being unavailable. Supplier audits are conducted periodically to verify their service quality, expertise, and timely interventions. The organization is supported by a formalized procedu- re for managing property maintenance, a dedicated as- set maintenance strategy, and specific training policies for the personnel involved. The function responsible for maintenance has adequate technical skills and acts as a central point of contact to ensure a structured and effecti- ve approach to asset management. 2.12.3.2 Risk - Leasehold properties performance Performance risk for managed properties refers to the possibility that the managed properties will not achieve expected operating and financial results, negatively im- pacting the company's revenues and profitability. Main risk factors: > Failure to achieve SLAs established with the owner of the shopping centre. > Inadequate execution of maintenance activities (ordi- nary or extraordinary), resulting in deterioration of the property, increased breakdowns or operational interrup- tions. > Controls adopted to monitor risk exposure and miti- gate impact Management of third-party properties entrusted to the Company is based on an annual schedule of maintenan- ce interventions and technological updates necessary to ensure the full efficiency of the assets. This planning is supported by the definition of SLAs and KPIs in contracts with suppliers and technical partners who support ope- rational activities, thus establishing clear service levels, defined responsibilities, and measurable response times. The operational performance of the properties is moni- tored through periodic analyses that include comparison with budgets, evaluation of performance indicators per square meter, and control of tickets managed outside of an SLA. In the event of deviations or critical issues, appro- priate corrective actions are promptly activated to main- tain the expected management standards. At an organizational level, the Company uses formalized procedures to ensure uniformity in the management of the entrusted properties, standardizing activities, roles, and information flows. This system is supported by pe- riodic training programmes for property managers and internal technicians, with the aim of ensuring up-to-date skills and effective management of real estate assets. 2.12.3.3 Risk - Tenant The risk that existing tenants may fail to meet their con- tractual obligations or that the shopping centre may fail to attract and retain strong tenants, impacting the conti-
Page 62
123 122 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.12 MAIN RISKS AND UNCERTAINTIES FOR IGD SIIQ S.P.A. AND THE GROUP DIRECTORS’ REPORT 2.12 MAIN RISKS AND UNCERTAINTIES FOR IGD SIIQ S.P.A. AND THE GROUP nal control bodies complete the governance system by ensuring independent and continuous monitoring of the effectiveness of the procurement process. 2.12.3.6 Risk – Asset unavailability / Discontinuation of operations Asset unavailability risk refers to the inability to ensure the continued operation of a shopping centre's critical fa- cilities and systems due to failures, unforeseen events, or management issues, which may impact operations, reve- nue, and tenant and customer satisfaction. Main risk fac- tors: > Critical failure of infrastructure or production assets due to the breakdown of machinery, servers, systems, or devi- ces that are essential to run operations. > Discontinuation of essential services (e.g. energy, network, supply of materials). > External events that prevent access or use of assets, such as floods, fires, extreme weather events, cyber at- tacks that block systems or infrastructure, or transport strikes. > Controls adopted to monitor risk exposure and miti- gate impact IGD ensures the protection and operational continuity of its assets through annual All Risk coverage for each Shop- ping Centre, which is periodically updated to integrate missing guarantees and adjust the limits to the most si- gnificant risk scenarios. This is accompanied by ongoing investment in property maintenance and upkeep, along with a targeted analysis of natural and seismic risks, useful for evaluating any technical and insurance upgrades. Claims management is supported by a dedicated adju- ster who expedites inspections and settlements, while a quarterly monitoring procedure ensures the progress of claims. If any serious events cause prolonged interrup- tions, the Company activates a crisis team already tested in previous emergencies. On a strategic level, IGD regularly reviews its insurance agreement with a specialized broker and has already in- creased the coverage limits for catastrophic events. To complement the control system, a dedicated cyber risk management unit is also in place, to prevent and mitigate potential cyber threats that could hinder the continuity of systems and operations. 2.12.3.7 Risk – Environment, Health, Safety and Physical Security Environmental, health, safety, and physical security risk refers to the possibility that environmental factors, wor- kplace health and safety conditions, or threats to the phy- sical protection of people and assets could compromise business continuity and worker well-being. Such events may include workplace accidents, pollution, natural even- ts, physical hazards, or unauthorized intrusions. These issues, if not adequately prevented and managed, can lead to business interruptions, damage to people or in- frastructure, reputational consequences, and significant economic impact for the company. Main risk factors: > Environmental incidents or workplace accidents that re- sult in the closure of operational areas and the temporary suspension of activities. > Natural events (floods, strong winds, earthquakes) that damage structures or systems, making essential spaces or services unavailable. > Trespassing, vandalism, or threats to physical safety that require evacuations, temporary closures, or activa- tion of security protocols. > Controls adopted to monitor risk exposure and miti- gate impact IGD adopts an integrated system of controls for mana- ging environmental, health, physical safety and security aspects. Environmental performance is continuously mo- nitored in accordance with the ISO 14001 requirements and the standards set for BREEAM certification, while constant updates on HSE regulations ensure full regula- tory compliance. In the event of environmental, health, or security emer- gencies, dedicated crisis teams can be activated to rapi- dly coordinate response activities and protect people and assets. This plant is part of the broader ISO 14001 Envi- ronmental Management System and the sustainability po- licies supported by BREEAM certifications. The operational management of HSE issues is entrusted to an Environment, Health and Safety Manager present in each Shopping Centre, who ensures local supervision and constant coordination with the corporate HSE fun- ction. The latter, located in the Heritage, Development and Network Directorate, coordinates activities at a stra- tegic level and ensures consistency between the various structures. To complete the system, IGD promotes on- > Controls adopted to monitor risk exposure and miti- gate impact Commercial management and space development are de- veloped through continuous monitoring of the portfolio and occupancy levels, accompanied by ongoing scouting for new tenants and participation in trade fairs and indu- stry events to promote the assets. This is supported by market analyses and rent benchmarks, complemented by local marketing initiatives aimed at increasing the attracti- veness of the centres and increasing visitor flow. Overall performance is monitored through a control dashboard, based on specific KPIs, which allows for systematic verifi- cation of space occupancy and profitability. The commercial approach is based on a "full occupancy" rationale, which involves the mediation of rents in the less noble areas of the centres, in addition to the functional conversion of some surfaces, such as in the case of the in- clusion of entertainment activities or complementary ser- vices. At the same time, the focus on CAPEX investments and restyling interventions allows us to update layouts and reposition even non-prime centres, maintaining their attractiveness over time. For tenants, the Company adopts targeted support mea- sures, such as temporary rent reductions or sliding-scale contractual formulas, generally linked to limited break op- tions or commitments by the tenant to restyle the spaces. Tenant performance is monitored regularly, quickly imple- menting necessary corrective actions and, when appro- priate, providing incentives to promote business continu- ity. In the event of a drop in sales or visitor flow, external agencies are also involved for targeted relaunch activities on the underperforming floors or areas. From an organizational standpoint, space management is entrusted to a dedicated and highly experienced sa- les team, supported by the Value-Add Manager, respon- sible for enhancing vacant spaces and developing new proprietary concepts such as Gameland or Winiland. The decision-making process is supported by an integrated approach to leases, planning, and valuation, ensuring consistency in evaluating new investments and develo- ping the portfolio. To encourage the entry of strategic operators, the Company also uses fit-out contributions intended for anchor stores and significant tenants, while maintaining a balanced diversification of the mix through the inclusion of local operators. 2.12.3.5 Risk – Asset procurement risk Asset procurement risk refers to the possibility that inef- fective or inadequate management of the purchases of goods and services needed to maintain and improve phy- sical assets could adversely affect a company's opera- tions and financial results Main risk factors: > Delays, critical issues or contractual breaches by sup- pliers, which can compromise the continuity of scheduled interventions, generate extra costs and slow down main- tenance or development activities of physical assets. > Interruption of business operations due to the unavai- lability of essential goods or services, with direct impact on the functionality of properties, the quality of services provided to tenants, and compliance with operating dea- dlines. > Supply of goods or services that do not conform to re- quired standards, resulting in the need for refurbishment, replacement or corrective actions, resulting in increased costs, delays in operations and potential deterioration in asset quality. > Controls adopted to monitor risk exposure and miti- gate impact Asset procurement management involves a preliminary phase in which suppliers' financial, economic, and profes- sional qualifications are carefully assessed to ensure their reliability. Contracts include clauses to protect the client, such as penalties in the event of delays or non-compliance, and, where necessary, bank securityships are required to secu- re deposits or advance payments for turnkey purchases. A combined presence of internal and external resources is ensured on construction sites, with the aim of effectively monitoring the correct execution of activities. During the implementation of the interventions, the re- levant Management constantly monitors the timing and compliance with quality standards, supported by periodic reports prepared by the external professional in charge. To strengthen the level of control, periodic audits are con- ducted by internal supervisory bodies, which verify the consistency of purchasing and procurement activities with company standards. The entire supplier selection, management, and authori- zation process is overseen by the relevant departments, who evaluate the most suitable partners, monitor their operations, and authorize the relevant payments. Inter-
Page 63
125 124 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.12 MAIN RISKS AND UNCERTAINTIES FOR IGD SIIQ S.P.A. AND THE GROUP DIRECTORS’ REPORT 2.12 MAIN RISKS AND UNCERTAINTIES FOR IGD SIIQ S.P.A. AND THE GROUP the sustainability and environmental quality of properties throughout their entire life cycle. This facility is suppor- ted by a dedicated organizational structure: the strategic HSE function is located within the Assets, Development and Network Directorate, ensuring coordination between local operational management and central supervision, with an integrated focus on sustainability and regulatory compliance. 2.12.4.2 Risk – Compliance with labour-related standards and regulations Labour-related compliance risk refers to the possibility that a company may fail to comply with laws, regulations, or standards relating to workers' rights, employment conditions, and employee protection. Any shortcomings in managing these obligations may result in fines, dispu- tes, or inspections, as well as having a negative impact on operations, corporate reputation, and financial results. Main risk factors: > Disputes or sanctions by inspection bodies due to fai- lure to comply with obligations regarding workers' rights, contracts, working hours or safety, with potential econo- mic and organizational impacts. > Detection of non-conformities during internal audits or union inspections, requiring the activation of urgent cor- rective measures, generating delays in processes and pos- sible internal tensions. > Disputes or complaints by employees relating to ina- dequately applied conditions of employment, HR proce- dures or protections, with possible reputational repercus- sions and risks of interruption of operations. > Controls adopted to monitor risk exposure and miti- gate impact IGD ensures full compliance with labour regulations throu- gh a dedicated organizational structure. Personnel mana- gement obligations are handled by the HR Department, which coordinates all administrative and operational acti- vities related to the employment relationship, drawing upon the support of the Legal and Corporate Affairs De- partment when necessary for regulatory interpretation and legal risk management. Regarding workplace health and safety obligations set forth in Legislative Decree 81/08, the Company has a de- dicated internal figure – the Safety & Facility Manager – who works in conjunction with the HR Department in defining and implementing mandatory training plans, en- suring that the skills and obligations required by law are updated and adequately monitored. The staff dedicated to this function is numerically adequate to the operational needs and organizational complexity of the company. To complement this control system, IGD includes specific contractual clauses in its relationships with suppliers, to mitigate the risk of non-compliance with the obligations set forth in Legislative Decree 81/08, along the entire supply chain. Thus, the Company extends its complian- ce oversight beyond internal boundaries, promoting safe and compliant behaviour among all parties involved in company activities. 2.12.4.3 Risk - Legal Legal risk refers to the possibility that a company will in- cur litigation, penalties, or financial losses arising from its failure to comply with laws, regulations, or contractual obligations related to its investment activities, financial management, and business operations. Such situations may arise, for example, from contractual breaches, regu- latory violations in authorization processes or commercial transactions, or disputes relating to asset management. Main risk factors: > Disputes or sanctions by inspection bodies due to fai- lure to comply with obligations regarding workers' rights, contracts, working hours or safety, with potential econo- mic and organizational impacts. > Detection of non-conformities during internal audits or union inspections, requiring the activation of urgent cor- rective measures, generating delays in processes and pos- sible internal tensions. > Disputes or complaints by employees relating to ina- dequately applied conditions of employment, HR proce- dures or protections, with possible reputational repercus- sions and risks of interruption of operations. > Controls adopted to monitor risk exposure and miti- gate impact IGD has structured legal controls to prevent compliance risks and manage any disputes related to investment, fi- nance, and operations. The Legal Function provides on- going support to all company departments in drafting contractual clauses, with the aim of reducing exposure to legal risk and ensuring that the agreements signed are fully compliant with current legislation. At the same time, the laws and regulations applicable to IGD's activities are constantly monitored, including through the use of spe- cialized external consultants, to ensure ongoing updates and the timely identification of any regulatory impacts. going HSE training programmes aimed at strengthening skills and risk awareness. 2.12.3.8 Risk – Talent and Key Personnel Management Talent and key personnel management risk concerns the possibility that the loss of critical skills, lack of professional growth, or ineffective management of strategic resources could compromise operational continuity, the quality of decision-making, and the company's ability to achieve its objectives. Main risk factors: > Sudden resignations of key figures resulting in loss of critical skills and slowdowns in operational activities. > Failure to retain high-potential young people can re- duce generational turnover and weaken the leadership pipeline. > Situations of conflict or misalignment between leader- ship and middle management can generate demotivation, decline in performance and increase in internal staff tur- nover. > Controls adopted to monitor risk exposure and miti- gate impact IGD has adopted a succession plan for top management and a structured performance evaluation system for key resources, linked to reward mechanisms aimed at stren- gthening motivation and retention. At the same time, the company ensures adequate backups for all critical posi- tions and promotes a peaceful work environment, perio- dically monitoring staff satisfaction through dedicated surveys. Sharing of know-how is ensured through regular meetings between the Directors and the CEO, held jointly to analy- se results, management methods, and operational critica- lities, promoting the alignment and dissemination of skil- ls. Furthermore, IGD can count on a large regional talent pool and, when necessary, avails itself of the support of headhunting firms and specialized agencies to find new resources, ensuring timely and effective selection proces- ses. Furthermore, IGD can count on a large regional talent pool and, when necessary, relies on the support of headhun- ting firms and specialized agencies to find new resources, ensuring timely and effective selection processes. 2.12.4 / / Compliance e Governance 2.12.4.1 Risk – Compliance with HSE standards and regulations HSE compliance risk refers to the possibility that the com- pany may fail to meet legal, regulatory, or voluntary heal- th, safety, and environmental standards. Any compliance gaps can lead to operational disruptions, fines, or regula- tory requirements, as well as reputational impacts and po- tential financial consequences for the organization. Main risk factors: > Failure to comply with regulatory obligations or HSE requirements, which result in sanctions, warnings or su- spensions by the authorities. > Adverse inspection or audit findings requiring urgent corrective action, which result in delays, additional costs or operational disruptions. > Incidents or criticalities resulting from incorrectly ap- plied HSE procedures (accidents, environmental releases, safety violations) with impacts on people, assets and re- putation. > Controls adopted to monitor risk exposure and miti- gate impact IGD has implemented a structured set of measures to ensure full environmental and HSE compliance in its pro- cesses and assets. When acquiring new shopping centres or land, the Company assesses the need for environmen- tal due diligence on a case-by-case basis, entrusting the process to specialized advisory firms based on the asses- sment and decisions made by the Asset Management Di- rector. This approach allows for the timely identification of any environmental risks or liabilities before the assets enter the company's scope. To ensure ongoing compliance, IGD conducts periodic en- vironmental audits on the assets it manages: every year, DNV conducts ISO 14001 audits that cover both the newly certified perimeter and a sample of already certified faci- lities, which is selected using an algorithm. These audits ensure that environmental standards are maintained and internal processes are effective. The Company has also activated an integrated certifica- tion system that includes ISO 14001:2015, applied to the entire management cycle of real estate assets and shop- ping centres, and the BREEAM Europe Commercial 2009 Shell and BREEAM In Use certifications, which attest to
Page 64
127 126 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.12 MAIN RISKS AND UNCERTAINTIES FOR IGD SIIQ S.P.A. AND THE GROUP DIRECTORS’ REPORT 2.12 MAIN RISKS AND UNCERTAINTIES FOR IGD SIIQ S.P.A. AND THE GROUP can cause IT service unavailability, data loss, and opera- tional disruptions. > Delays or technical problems in the implementation of new applications can lead to inefficiencies, slowdowns, or the unavailability of essential functions for business pro- cesses. > Controls adopted to monitor risk exposure and miti- gate impact IGD manages IT, cyber, and data protection risks throu- gh continuous monitoring of relevant regulations (such as GDPR and NIS2) and the adoption of technical safeguards such as firewalls, antivirus, encryption, and authentication systems. Staff are trained through recurring awareness programmes on phishing, proper use of tools, and data protection. To ensure business continuity, critical applications are ma- naged in SaaS mode with backup and disaster recovery procedures guaranteed by cloud providers, supported by dedicated cyber risk insurance coverage. As part of its IT insourcing process, the Company is strengthening its se- curity posture: a recent assessment highlighted vulnera- bilities that need to be mitigated through technical and organizational remediation activities, and by training the organization to respond to potential threats. Monitoring security events through technological solutions and dedi- cated services is also a priority, supported by strengthe- ning governance, the cyber structure, and updating the document framework and IT Regulations. 2.12.4.6 Risk – Management of ESG aspects ESG management risk concerns the possibility that the company does not properly align with regulations, vo- luntary standards, or market expectations regarding en- vironmental, social, and governance issues. Inadequate management of these aspects can result in regulatory sanctions, difficulty accessing capital and sustainable fi- nancial instruments, loss of credibility with investors and stakeholders, and even exclusion from strategic partner- ships or sector initiatives. In this sense, the ability to ensu- re transparency, compliance, and integration of ESG cri- teria into decision-making processes becomes essential to the organization's solidity and competitiveness. Main risk factors: > Fines or measures by authorities for failure to comply with regulatory requirements or ESG reporting obliga- tions, with economic and operational impacts. > Failure to achieve declared environmental targets, such as emissions reduction or energy performance targets, re- sulting in reputational repercussions and potential critici- sm from stakeholders. > Downgrades or deratings by ESG agencies, due to per- ceived insufficient performance or disclosure, can dama- ge a company's reputation and influence investor percep- tions. > Controls adopted to monitor risk exposure and miti- gate impact IGD oversees ESG aspects through constant regulatory monitoring and participation in industry initiatives that promote the dissemination of best practices in the sustai- nable management of shopping centres. The achievement of ESG objectives is tracked through the GREAT model, which defines targets for 2030 and serves as a strategic framework, although it is not yet oriented towards CSRD obligations. The Company is also structured to promptly manage any ESG criticalities thanks to a dedicated fun- ction capable of intervening in the event of emergencies. The ESG culture is consolidated and supported by the Su- stainability Report, which also integrates the analysis of climate risks according to the TCFD framework. IGD has a system certified according to ISO 14001, ISO 9001, ISO 45001 and ISO 37000, in addition to the BREEAM and Biosafety Trust certifications. The company's ESG posi- tioning is confirmed by its recognition as a Sustainability Leader 2024 and by the A rating assigned by MSCI. Ethical and compliance monitoring is guaranteed by the Code of Ethics, the whistleblowing procedure, and Model 231, active since 2006. At governance level, since 2024 the Strategic Steering Committee has taken on the functions of the previous Sustainability Committee, strengthening the coordination of ESG issues. The framework is comple- ted by policies dedicated to tenants, the supply chain, and environmental aspects, which extend the coverage along the entire value chain. 2.12.4.7 Risk - Business Ethics Business ethics risk refers to the possibility that unethi- cal behaviour, inappropriate decisions, or governance deficiencies could damage a company's reputation, com- promise its regulatory compliance, and negatively impact financial performance. This risk can manifest itself throu- gh conflicts of interest, corruption, fraud, or violations of ethical rules and standards, undermining the trust of inve- stors, business partners, customers, and regulators. Main In particularly complex or potentially serious situations, the Company avails itself of the support of external lawyers and consultants with expertise in the subject mat- ter of the dispute, thus ensuring an adequate level of pro- tection and technical dispute management. This approa- ch is complemented by the presence of an internal legal representative, responsible for coordinating activities and ensuring the consistency of the actions undertaken. Disputes relating to the Investment, Finance & Operations areas (with the exception of debt collection and premises management activities, which are handled by Credit Ma- nagement) are managed by the Legal, Investment, Finan- ce & Operations Office under the supervision of General Management and in coordination with the relevant cor- porate functions. The Office operates in compliance with internal procedures and can avail itself of the support of external lawyers, when necessary, to ensure adequate te- chnical and specialized support for each situation. To complete the system, the Company adopts a prudent risk provision policy, which allows it to mitigate the finan- cial impact of potential disputes and maintain a responsi- ble and sustainable approach to legal risk management. 2.12.4.4 Risk – Tax Tax risk refers to the possibility that changes to the tax framework, more restrictive interpretations by tax autho- rities, or errors in managing tax obligations could generate higher taxes, penalties, or disputes against the company. This risk is particularly relevant for real estate investors, as the tax structure applicable to real estate and corporate transactions directly impacts returns, financial planning, and the ability to distribute value to investors. Main risk factors: > Misinterpretation of tax regulations, which can lead to incorrect application of taxes and consequent disputes by the tax authorities. > Delays or omissions in declaring indirect taxes, such as VAT or excise duties, may result in penalties, interest, and the initiation of tax inspections and audits. > Improper use of tax incentives or tax credits, which can lead to tax overdrafts, forfeiture of benefits, and potential findings by regulatory authorities. > Controls adopted to monitor risk exposure and miti- gate impact IGD manages tax risk through a structured set of controls involving both internal functions and specialized external consultants. Transactions that may impact the adopted tax regime are analysed in advance with the support of the Administration Department and an external tax firm, to assess their correct setup and mitigate potential di- spute risks. The Administration Department also ensures constant monitoring of tax legislation developments, en- suring timely updates of internal processes and tax asses- sments. In the event of extraordinary transactions, the Company performs a preliminary calculation of asset tests and pro- fit tests necessary to verify compliance with the require- ments set by the SIIQ regime. For M&A transactions or atypical transactions, the involvement of an external tax advisor and audit firm is required, ensuring an additional level of technical analysis and risk management. Internal management of administrative, accounting, and tax aspects is ensured by dedicated resources who over- see the entire compliance cycle. In accordance with SIIQ requirements, separate accounting is maintained betwe- en taxable and exempt operations, ensuring the correct attribution of income components and compliance with regulatory provisions. To support this structure, IGD has adopted an internal pro- cedure for managing tax obligations that defines respon- sibilities, deadlines, and operating methods. Financial re- porting, tax calculations, and tax return preparation are handled internally, with subsequent audits by an external tax advisor, who verifies the accuracy of the calculations and technical decisions made. The results of the tax tests (asset/profit) are finally shared with management, who formally acknowledges them, ensuring governance and full awareness of the organization's compliance with the requirements. 2.12.4.5 Risk – IT, Cyber and Data Protection IT, cyber, and data protection risk refers to the possibility that a company will suffer cybersecurity breaches, data loss or compromise, technological system disruptions, or non-compliance with personal data protection regula- tions. Such events can hinder business continuity, expose the organization to regulatory liability, and negatively im- pact its reputation and financial results. Main risk factors: > Cyber-attacks or security breaches can compromise data integrity, block access to systems, and significantly impact business operations. > Hardware and software system malfunctions or crashes
Page 65
129 128 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.12 MAIN RISKS AND UNCERTAINTIES FOR IGD SIIQ S.P.A. AND THE GROUP DIRECTORS’ REPORT 2.12 MAIN RISKS AND UNCERTAINTIES FOR IGD SIIQ S.P.A. AND THE GROUP maintains an ongoing dialogue with Consob. Extraordinary communications are handled through an external communications firm, in addition to Borsa Italiana and Consob, to ensure that the market receives complete, consistent, and non-misleading information. Institutional communications are managed internally and distributed through the company's official channels—the website and social media—with the support, when necessary, of exter- nal media agencies for the most relevant corporate acti- vities. In accordance with the regulations for listed companies, IGD employs a dedicated Investor Relations unit (for re- lations with the Italian Stock Exchange) and a Legal and Corporate Affairs Department (for relations with Consob), constantly monitoring the evolution of the regulatory fra- mework, including provisions regarding market abuse. The division works closely with the Chief Executive Offi- cer, with the support of external legal counsel, as appli- cable. In accordance with the Communications/IR Procedure, the most relevant communications are subject to an ap- proval process involving the Investor Relator, the Director of Planning, Control & Investor Relations and the Chief Executive Officer. Periodic communications on results are also shared with the Board of Directors. The CEO partici- pates in all interactions with analysts and investors, sup- ported by the Director of Planning, Control and IR, while relationships with Consob and the Italian Stock Exchange are managed together with the Legal Office. Finally, an internal policy governs the principles, methods, and re- sponsibilities for external communications, including vir- tual and digital interactions with the financial community. 2.12.5 / / Other Consideration The Group is actively assessing potential risks related to climate change with respect to its operations, identifying possible impacts in terms of: > increase in consumption, energy costs and damages caused by sudden environmental events; > Increase in operating costs due to higher fossil fuel pri- ces; > Stricter environmental legislation and potential fines; > Reputational damage caused by environmentally har- mful events involving the Group. With regard specifically to transition risks and the poten- tial impact on the fair value of the real estate portfolio, as reported in the appraisals, the independent appraisers have taken into account the ESG indicators of every bu- ilding and included a cost component in their base cash flow analysis. This component includes extraordinary maintenance costs for which the owner is responsible, including energy upgrades associated with business plan targets and the company’s ambitions, which may not re- present a realistic estimate of such costs considering that companies are not yet legally required to incur them. In their reports, the independent appraisers emphasize that currently there are no objective parameters or speci- fic databases allowing them to accurately reflect the im- pact of ESG in property valuations. They did point out that properties with good to excellent levels of energy efficiency are viewed favourably by the real estate market as the property is capable of attracting tenants of high standing. Therefore, energy efficiency aspects are reflected indirectly in the property appraisal and expressed implicitly in market value. risk factors: > Application of sanctions provided for by Legislative De- cree 231/01 following the commission of crimes relevant to the entity's administrative liability, with possible finan- cial and reputational consequences for the Company. > Application of sanctions pursuant to Law 262/05, re- sulting from violations or irregularities attributable to the Manager in Charge in the preparation of accounting and corporate documents, with impacts on information tran- sparency and corporate credibility. > Fraudulent activities committed by employees, direc- tors, or shareholders to the detriment of the Company or its assets, with negative impacts on business continuity, company assets, and stakeholder trust. > Controls adopted to monitor risk exposure and miti- gate impact IGD has adopted a complex system of controls aimed at ensuring ethical behaviour, transparency, and regula- tory compliance within the organization. The Company has established procedures that clearly establish roles, responsibilities, delegations, and powers in corporate processes, paying particular attention to the principle of segregation of duties. Compliance with these procedures is verified through periodic ex-post checks conducted by Internal Audit, supported by audits by the Indepen- dent Auditing Firm. Further control activities are carried out, within their respective areas of competence, by the Anti-Corruption Function, the Supervisory Body and the DPO. A central element of the system is the Organization, Mana- gement and Control Model (MOG) pursuant to Legislative Decree 231/2001, adopted by IGD to prevent crimes and ensure fairness and transparency in processes. The MOG includes the Code of Ethics, applicable to all employees, and establishes the role of the Supervisory Body which, with the support of a consulting firm, verifies compliance with company protocols. In 2020, the MOG was integrated with the ISO 37001-certified anti-corruption system, whi- le in 2023 the reporting procedure was updated in com- pliance with the new Whistleblowing Decree. The model is constantly updated to reflect regulatory developments and new types of crimes; in 2024, it was further updated to incorporate the new provisions of Legislative Decree 231/2001 and updates related to reporting management. In 2024, IGD also launched a large-scale project to upda- te its corporate procedures (within Italy), with the aim of aligning them with the changes in process flows resulting from the new organizational structure and the system of delegations and powers of attorney, and to ensure com- pliance with the main legislative and regulatory provisions (Law 262/05, 231 Governance, ISO 37001, MAR, OPC, GDPR, Corporate Governance and Transparency Code). To monitor financial reporting, the Company applies an administrative and accounting control system compliant with Law 262/2005, aimed at ensuring the accuracy, re- liability, and traceability of data. The Financial Reporting Officer, appointed by the Board of Directors, supervises these processes, while Internal Audit periodically verifies the adequacy of the controls. Annual testing of accoun- ting processes is also conducted and internal procedu- res are regularly updated. The introduction of the new ERP system based on Microsoft technology helps further strengthen the monitoring and automation of controls. 2.12.4.8 Risk – Stakeholders Stakeholder risk concerns the possibility that expecta- tions, demands or actions from investors, tenants, finan- cial institutions, public authorities, local communities and other parties may adversely influence the Group's strate- gy, reputation or operations. Main risk factors: > Incomplete, unclear, or misleading communications to the market or analysts, potentially impacting the Com- pany's stock performance and reputation. > Erosion of the corporate image, resulting from incor- rect, inconsistent, or negatively perceived messages by stakeholders. > Fines or warnings from Consob for missing, late, or non-compliant mandatory disclosures. > Controls adopted to monitor risk exposure and miti- gate impact Financial reporting, both periodic and extraordinary, is prepared by the Investor Relations (IR) Office, in coope- ration with the various company functions and under the supervision of the CFO and CEO. The Administration, Management Control, and Finance offices ensure the accuracy and completeness of informa- tion that is meant to be circulated outside the company. As a preventive measure, the IR Office maintains constant dialogue with Borsa Italiana to define the methods and timing for disseminating communications to the market. At the same time, the Legal and Corporate Affairs Depart- ment ensures compliance with applicable regulations and
Page 66
131 130 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.13 INTERCOMPANY AND RELATED PARTY TRANSACTIONS DIRECTORS’ REPORT 2.17 COMMENT ON THE PARENT COMPANY’S FINANCIAL AND ECONOMIC PERFORMANCE With regard to related party and intercompany tran- sactions, there are no transactions which qualify as unu- sual or atypical, as they fall within the Group's ordinary scope of operations and take place under arm's-length conditions. These transactions are regulated under mar- ket conditions. With regard to the rules of corporate governance and the procedures for related party transactions, please refer to Section 3.10, “Report on Corporate Governance and Ow - nership Structure.” Details of related party transactions carried out in 2025 are provided in a section of the notes to the financial sta- tements. 2.13 / / Intercompany and related party transactions IGD owned no treasury shares at 31 December 2025. 2.14 / / Treasury shares IGD SIIQ and the Group companies do not perform research and development activities. During the year closed on 31 December 2025, no significant non-recurring transactions or atypical/unusual transactions, as defined in CONSOB's notice of 28 July 2006, were carried out with third parties or between Group companies. The financial statements as at 31 December 2025, whose draft has been approved by the Board of Directors in the meeting held on 26 February 2026, and which are now being submitted to you for your approval, show a net profit of €31,224 thousand. T otal revenues and operating income amounted to €114 million, a decrease of €3 mil- lion, or 2.9%, compared to the previous financial year, due to the transfer of 8 hypermarkets, 3 supermarkets and 2 malls to the Food fund, completed on 23 April 2024. Ope- rating costs, including overheads, are substantially in line with the previous financial year, impacting on revenues by 26.2%, slightly increasing compared to 25.2% at 31 De- cember 2024. Operating result amounted to €91 million, improving €25.7 million compared to the previous year, mainly as a result of revaluations in the real estate portfolio, equal to €9.7 million (impairment was €19.2 million at 31 December 2024). The result of the management of equity investments and property sales shows a loss of €2.9 million, mainly due to the impairment of the Juice Fund shareholding. Financial management showed a balance of €56.8 million at 31 December 2025, a decrease of €7 .6 million with re- spect to prior financial year. The net financial position deteriorated year on year by ap- proximately €10.1 million, due to the decrease of debt from application of IFRS 16 and cash generated in the period, net of investments made, repayment of the instalments due on certain mortgages and of distributed dividends. IGD SIIQ S.p.A.’s statement of financial position at 31 De- cember 2025 can be summarized as follows: 2.15 / / Research and development 2.16 / / Significant Transactions 2.17 / / Comment on the Parent Company’s financial and economic performance Investment property Equity investments (Amount in thousand of Euros) Other tangible assets Sundry payables and other non-current liabilities Net (assets) and liabilities for derivative instruments Assets under construction and pre-payments NWC Total use of funds Total sources Intangible assets Funds Total shareholders’ equity Sundry receivables and other non-current assets Net deferred tax (assets)/liabilities Net financial position 12.31.2025 12.31.2024 Δ % 1,576,249 1,541,073 219,726 222,486 35,176 (2,760) 2.28% -1.24% 2,428 2,402 (15,564) (13,658) 26 (1,906) 1.10% 13.96% 1,830 1,571 (6,361) (6,965) 1,044,105 1,022,456 259 604 21,649 16.52% -8.67% 2.12% 118 110 1,246 1,671 733,616 723,423 8 (425) 10,193 7.24% -25.41% 1.41% 8,020 8,683 (10,453) (9,900) (482) 1,594 (663) (553) (2,076) -7.64% 5.59% -130.27% 1,777,239 1,747,473 1,777,239 1,747,473 29,766 29,766 1.70% 1.70%
Page 67
133 132 2 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 DIRECTORS’ REPORT 2.17 COMMENT ON THE PARENT COMPANY’S FINANCIAL AND ECONOMIC PERFORMANCE DIRECTORS’ REPORT - Below is the operating income statement of IGD SIIQ S.p.A.: Certain cost and revenue items have been restated or offset in the operating income statement, which explains any differences from the financial statements (see the segment reporting section for further information). IGD SIIQ S.p.A. (A) 12/31/2025 (B) 12/31/2024 Change Revenues from freehold rental activities Revenues from leasehold rental activities Revenues from services Revenues from trading Financial management Profit/Loss for the period related to third parties Impairment and FV adjustments Depreciation and provisions Taxes HQ Personnel 108,850 112,756 3,058 3,090 1,313 1,140 0 0 -56,785 11,967 -1,748 -62,664 0 -19,121 -1,950 -52 -320 -8,181 -6,977 -3,906 -32 173 0 5,879 0 31,089 202 268 -1,204 -15,036 -17,593 -25 -170 -525 -172 0 0 -2,920 -2,212 -29,263 -6,480 -5,675 2,557 145 -353 0 26,344 -2,212 -804 93,814 95,163 3,033 2,920 788 968 -1,349 113 -180 Direct costs from freehold rental activities Direct costs from leasehold rental activities Direct costs from services Cost of sale and other cost from trading Non-recurring Management Change in FV and rights to use IFRS 16 G&A Expenses Net Rental Income freehold Net rental income leasehold Net Service Income Operating result from trading CORE BUSINESS EBITDA (Operating Income) Core business Ebitda margin Net rental income EBITDA EBIT PRE-TAX PROFIT NET PROFIT FOR THE PERIOD GROUP NET PROFIT 82,974 96,847 86,398 98,083 73.3% 73.3% 73.9% 73.9% 82,974 90,981 86,398 65,327 31,276 -26,601 31,224 31,224 -26,921 -26,921 -3,424 -1,236 -3,424 25,654 57,877 58,145 58,145 Ebitda Margin 0 0
Page 68
134 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 / / REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE DETAILED INDEX Issuer’s Profile Information on ownershi (pursuant to Art. 123-bis, par. 1, TUF) as at 31 december 2025 Compliance (pursuant to Art. 123- bis, par. 2, lett. a), first part TUF) Board of Directors Role of the Board of Directors Appointments and replacements (pursuant to Art. 123-bis, par. 1, lett. l), first part TUF) Composition (pursuant to Art. 123- bis, par. 2, lett. d) and d-bis), TUF) Funcioning of the Board of Directors (pursuant to Art. 123-bis, par. 2, lett. d) TUF) Role of the Chair of the Board of Directors Executive Directors Indipendent Directors and Lead Indipendent Director Handling of corporate information Internal Board Committees (pursuant to Article 123-bis, paragraph 2 (d), TUF) Board review and succession of Directors - Appointments and remuneration committee Board review and succession of Directors Nomination and compensation committee Directors’ compensation Internal control and risk management system - control and risks committee Chief Executive Officer Control and Risks commitee Head of Internal Audit Function The Organisation Model pursuant to Leg.231/2001 Auditing Company Financial Reporting Officer Coordination between Internal Control and Risk Management system personnel Directors’ interests and transactions with related party transactions Board of Statuatory Auditors Appointment and replacement Composition and operation (pursuant to Article 123-bis, paragraph 2, letters d) and d-bis), TUF) Role Relations with Shareholders Shareholders’ meetings (ex Art. 123-bis, par. 2, letter c) TUF) Further Corporate Governance Practices (pursuant to Art. 123- bis(2)(a), second part, TUF) Changes since the end of the reference period Comments on the letter from the Chairman of the Corporate Governance Committeee Tables 3.1 3.2 3.3 3.4 3.4.1 3.4.2 3.4.3 3.4.4 3.4.5 3.4.6 3.4.7 3.5 3.6 3.7 3 .7.1 3.7 .2 3.8 3.9 3.9.1 3.9.2 3.9.3 3.9.4 3.9.5 3.9.6 3.9.7 3.10 3.11 3.11.1 3.11.2 3.11.3 3.12 3.13 3.14 3.15 3.16 3
Page 69
137 136 3 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 3. REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE / / GLOSSARY 3.1 / / Issuer’s Profile The Company has a traditional system of management and control founded on the centrality of the Board of Di- rectors. The financial audit is entrusted to independent auditors in accordance with the law. The Company's governance model is centred on (i) the Board of Directors' guiding role in corporate strategy, as a whole and through specific committees with advisory and consultative functions; (ii) the transparency of internal management decisions and towards the market; (iii) the definition of a policy for the remuneration of directors and top management in accordance with the provisions of the Code; (iv) the efficiency and effectiveness of the internal control and risk management system; (v) the careful re- gulation of potential conflicts of interest; and (vi) clear procedural rules for carrying out transactions with related parties, in accordance with current regulations, as well as for the handling of corporate information. The company's mission is to create value for all its stakeholders: sharehol- ders and lenders, employees, visitors and local communi- ties, tenants and suppliers. The Company believes this is possible through sustainable growth. The Board of Directors plays an active role in defining the REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE GLOSSARY REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.1 ISSUER’S PROFILE / / Code/CG Code The Corporate Governance Code for Listed Companies approved in January 2020 by the Corporate Governance Committee. / / Civil Code/C.C. The Italian Civil Code. / / Committee/CG Committee/Corporate Governance Committee The Italian Corporate Governance Committee of listed companies, promoted not only by Borsa Italiana S.p.A., but also by ABI, Ania, Assogestioni, Assonime and Con- findustria. / / Board The board of directors of the Issuer. / / Issuer/Company/IGD Immobiliare Grande Distribuzione SIIQ S.p.A. to which the Report refers. / / Financial Y ear/FY 2025 Financial year 2025, to which the Report refers. / / Consob Regulation on Issuers The Regulation issued by Consob with Resolution No. 11971 of 1999 (as subsequently amended) on issuers. / /Consob Market Regulations The Regulations on markets issued by Consob with Reso- lution No. 20249 of 2017 . / / Consob Related Parties Regulation The Regulation on related party transactions issued by Consob with Resolution No. 17221 of 12 March 2010 (as subsequently amended). / / Report This report on corporate governance and corporate structure prepared pursuant to Article 123-bis of the Con- solidated Finance Act. / / Remuneration Report The report on the remuneration policy and compensation paid, prepared by the Issuer pursuant to Article 123-ter TUF and Article 84-quater Consob Issuers’ Regulation. / / Consolidated Finance Act/TUF Legislative Decree 58 of 24 February 1998. Unless otherwise specified, reference is to be made to the CG Code for the definitions of directors, executive directors [ see Q. Def. (1) and Q. Def. (2)], independent directors, significant shareholder, chief executive officer (CEO), board of directors, control body, business plan, concentrated ownership company, large company, su- stainable success, top management. The Company does not meet the definition of “large company” and/or “company with concentrated ownership” as set forth in the current Borsa Italiana's Corporate Governance Code. Company's strategy, first and foremost through in-dep- th board discussions in which, on request, the Company's Management participates to provide further information on specific agenda items. When approving the 2025-2027 Business Plan, the Company organised special meetings attended by the entire Board of Directors and the mem- bers of the Board of Statutory Auditors, which were pre- arranged to draw up the Plan itself to allow an open and shared discussion of the Company's strategies prior to approval. The Company has defined and implemented, with the support of the Control and Risk Committee, an integrated risk management process, which is inspired by interna- tionally recognised standards in Enterprise Risk Manage- ment (ERM). The Company's ERM system includes both fi- nancial and non-financial risks, some of which are related to sustainability issues. It is periodically updated through structural risk assessment processes, evaluation of newly identified risks and the relevant implemented controls, with a view to integration with the strategies pursued, considering the Company's organisational and business model. All such efforts figured into the 2025-2027 Busi- ness Plan. Reference on this point can be made to Section 9, “Internal Control and Risk Management System - Con- trol and Risk Committee.” On the remuneration policy, the Board, with the support of the Nomination and Compensation Committee, has proposed revisions and additions to the bonus system to strengthen the rigour and alignment of performance tar- gets with the business and sustainability strategy over a multi-year horizon to create long-term value. On 18 April 2024, the Board of Directors established the Strategic Steering Committee. This Committee - which has also been assigned the functions of the Sustainability Committee - plays an advisory role on possible strategic guidelines in the management of the Company, ensuring that these are aligned with the targets of sustainability, growth and long-term value creation for shareholders. For the functions of the Strategic Steering Committee, please refer to Section 6.0 of this Report. The company drew up a Sustainability Report for the financial year 2025, describing the strategy, short-, me- dium- and long-term development targets and the main ESG achievements during the year. Although the Group does not fall within the scope of Le- gislative Decree 254/2016 - enacted in implementation of Directive 2014/95/EU of the European Parliament and of the Council of 22 October 2014 - which provides for mandatory disclosure of non-financial and diversity infor- mation by certain companies and large groups - the Com- pany publishes annually, on a voluntary basis, a Sustaina- bility Report certified and approved by the Issuer's Board of Directors and makes it available to the public at http:/ / www.gruppoigd.it/sostenibilita/bilancio-di-sostenibilita/. For the financial year, the Company did not prepare sustainability reporting under Legislative Decree No. 125/2024. As a result of the changes introduced by Legi- slative Decree no. 95/2025, converted with amendments by Law no. 118/2025, the relevant regulations will apply to the Company starting from the financial year 2028. In fact, European Parliament resolution dated 16 December 2025 concerning the proposal for a new Directive on this matter introduced updates concerning the provisions currently in force at the domestic level, which were tran- sposed into national law in implementation of Directive (EU) 2025/794 (also known as “Stop the clock”). In light of these changes – the approval process for which is still ongoing – IGD might not be subject to the reporting obli- gation set forth in the Corporate Sustainability Reporting Directive. The Company qualifies as an SME pursuant to Article 1, w-quater.1) TUF and Article 2-ter of the Consob Issuers' Regulations (capitalisation below the threshold set by Consob). Average Capitalization 20242025 2023 342,754,404 230,056,000 278,798,937
Page 70
139 138 3 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.2 INFORMATION ON OWNERSHIP (PURSUANT TO ARTICLE 123-BIS (1) OF THE CONSOLIDATED LAW ON FINANCE) AS OF 31 DECEMBER 2025 REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.2 INFORMATION ON OWNERSHIP (PURSUANT TO ARTICLE 123-BIS (1) OF THE CONSOLIDATED LAW ON FINANCE) AS OF 31 DECEMBER 2025 3.2 / / Information on Ownership (pursuant to Article 123-bis (1) of the Consolidated Law on Finance) AS OF 31 DECEMBER 2025 guaranteed by SACE as part of the Garanzia Italia pro- gram, which contains a mandatory early termination clau- se in the event control of the Company should change; the amount of the loan still to be repaid as of 31 December 2025 is equal to €14,400,375.00. ii. On 9 May 2023, it entered into a 5-year term guaranteed senior green financing agreement for €250,000,000.00 with a pool of leading domestic and international ban- ks and financial institutions, which contains a manda- tory early termination clause that can be activated in the event of a change of control of the Company. The amount of the loan still to be repaid as of 31 December 2025 is €160,256,796.00. iii. On 11 February 2025, as announced to the market on the same date, the Issuer entered into a secured finan- cing transaction for an amount of €615 million (of which, €600 million consisting of two mortgage loans expiring 31 December 2030 and 2031, and €15 million for a revol- ving facility expiring in 2028) with a pool of leading natio- nal and international banks and financial institutions. The transaction contains, inter alia, a mandatory early repay - ment clause that can be activated in the event of a change of control of the company. The amount that has yet to be repaid as of 31 December 2025 is €310,277 ,821.50. iv. On 4 November 2025, IGD announced that it succes- sfully completed the placement of a non-convertible, se- nior unsecured green bond with a total nominal amount of €300,000,000.00 and a 5-year term. Its clauses provi- de for, inter alia, a put option in favour of the bond bea- rers which becomes enforceable if any changes of control occur in the Issuer. The amount of the loan that is still to be repaid as of 31 December 2025 is €300,000,000.00. With regard to takeover bids, the Company's Articles of Association include no clauses to provide for exceptions to the passivity rule nor application of neutrality rules. i) Authorities to increase share capital and authoriza- tions to buy back shares (pursuant to Article 123-bis, pa- ragraph 1 (m), TUF) The Board of Directors can exercise the right, by 14 April 2027 , to increase share capital against payment, in one or more instalments, by up to 10%, of the current share capital through the issue of new ordinary shares without a stated par value, to be subscribed by parties selected by the Board of Directors including qualified investors and/or business partners and/or financial partners in Italy and abroad or shareholders of the Company - excluding pre-emption rights pursuant to Article 2441, paragraph 4 (2), of the Italian Civil Code, as long as the issue price corresponds to the shares’ market price, which must be confirmed in a report issued by a financial auditor or a financial audit firm. During the Annual General Meeting held on 14 April 2022, shareholders granted the Board of Directors, pursuant to Article 2443 of the Italian Civil Code, the right to, by 14 April 2027 , increase share capital against payment, in one or more instalments, by up to €65,000,000.00 (sixty-fi- ve million/00), including any share premium, through the issue of new ordinary shares without a stated par value, excluding pre-emption rights pursuant to Article 2441, pa- ragraph 4 (1) of the Italian Civil Code, to be carried out through contributions in kind pursuant to Article 2440 of the Italian Civil Code, provided that these are related to the Company’s corporate purpose (including, for exam- ple, real estate assets, equity investments, companies and/or business divisions), with the ability to make use of the provisions provided under Article 2343-ter of the Italian Civil Code. At the moment there is no authorization for the Company to purchase or sell treasury shares, pursuant to Article 2357 , paragraph 2 of the Civil Code. The Company had no treasury shares at the date of this report. j) Management and coordination (pursuant to Article 2497 et seq. Italian Civil Code) The Company, pursuant to Article 2497 of the Italian Civil Code is subject to the management and coordination of shareholder Coop Alleanza 3.0 soc. coop, which controls 40.92% of the Company’s share capital. As the Company is subject to the management and coor- dination of Coop Alleanza 3.0 soc. Coop., it is subject to Article 16, paragraph 1 (d) of the Consob Market Regula- tions, based on which the committees formed pursuant to the Code must comprise only independent directors. / / Other information Indemnity of Directors (pursuant to Article 123-bis, para 1 (i), TUF) For information on any agreements between the Com- pany and the directors that provide for indemnities in the event of resignation or in the event of revocation of the mandate/assignment or if the same ceases following a ta- a) Share capital structure (pursuant to Art. 123-bis, par. 1, lett. a), TUF) The share capital approved at the date of this Report to- tals €650,000,000.00 fully subscribed and paid-in, divi- ded into 110,341,903 ordinary shares with no stated par value (see T able 1). b) Share transfer restrictions (pursuant to Art. 123-bis, par- 1, letter b), TUF) There are no restrictions, and all shares are freely transfe- rable. c) Significant interests in share capital (pursuant to Arti- cle 123-bis, paragraph 1 (c), TUF) Based on the declarations received under Article 120 of TUF and other information available to the Company, the shareholders with voting rights holding more than 5% of the company’s ordinary share capital at 31 December 2025 are those indicated in T able 1, “Significant interests in share capital”, attached to this report (see T able 1). The updated list of Shareholders holding significant stakes is available on the Company's website at: https:/ /www.grup- poigd.it/investor-relations/igd-inborsa/azionisti/. d) Shares granting special rights (pursuant to Article 123- bis, para. 1 (d), TUF) The shares issued all have the same rights. T o provide sha- reholders with a rewarding medium- to long-term invest- ment tool in the Company and to promote the stability of the ownership structure by promoting sustainable growth objectives over an appropriate time horizon, IGD’s An- nual General Meeting of 16 April 2025, convened in extra- ordinary session, approved, inter alia, the amendment to Article 7 of the Articles of Association, introducing incre- ased voting rights as referred to in Article 127-quinquies, paragraph 1, of Legislative Decree no. 58 of 24 February 1998, as subsequently amended and supplemented. The Articles of Association provide that each share entitles the holder to two votes when the following conditions are met: i. The share has belonged to the same person with an en- titlement in rem to exercise the right to vote for an on- going period of at least twenty-four months. ii. The occurrence of the condition under para. i) is certi- fied by the continuous registration, for a period of at least twenty-four months, in the special list specifically establi- shed by the Company (the “Special List”). Increased voting rights are also computed towards the determination of constitution and resolution quora refer- ring to a percentage of share capital, whereas they have no effect on rights other than voting rights granted by virtue of the ownership of a specific stake in the share capital, such as but not limited to the right to request the calling of a shareholders’ meeting, the right to challen- ge resolutions of a shareholders’ meeting and the right to submit nomination lists for the renewal of corporate boards. As of the date of this report, no shareholders are registered in the Special List. e) Stock sharing: exercise of voting rights (pursuant to Article 123-bis, paragraph 1 (e), TUF) There are no specific mechanisms which provide for em- ployee share ownership. f) Restrictions on voting rights (pursuant to Article 123- bis, paragraph 1 (f), TUF) There are no restrictions on voting rights. g) Shareholder agreements (pursuant to Article 123-bis, paragraph 1 (g), TUF) There are no shareholder agreements deemed relevant pursuant to Article 122 of TUF . h) Provisions relating to change of control clauses (pur- suant to Article 123-bis, paragraph 1 (h), TUF) and take- over bids (pursuant to Article 104, paragraph 1-ter, and 104-bis, paragraph 1, TUF) In the course of their normal business, the Company and group companies may stipulate agreements with financial partners, which include clauses which grant each of the parties the right to rescind and/or amend said agreemen- ts and/or require repayment of the loan in the event the direct or indirect control of the company contracting par- ty should change. Without prejudice to the above, the Company: i. On 16 October 2020, signed an agreement with Banca Monte dei Paschi di Siena for a 6-year €36.3 million loan,
Page 71
141 140 3 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.3 COMPLIANCE (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 2 (A), FIRST PART, TUF) REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.4 BOARD OF DIRECTORS keover bid pursuant to Article 123-bis, paragraph 1, letter i) of the Consolidated Law on Finance, please refer to the information contained in the Report on the remuneration policy and compensation paid published pursuant to Arti- cle 123-ter of the Consolidated Law on Finance and avai- lable on the Company's website, at the address: http:/ / www.gruppoigd.it/Governance/remunerazione/. Clauses applicable to the appointment and replacement of directors, amendments to the Articles of Association (pursuant to Article 123-bis, paragraph 1 (I) TUF) Rules for the appointment and replacement of directors and for amendments to the corporate articles of associa- tion are contained in Title V of the Articles of Association (General Meeting, Board of Directors), which is available on the company’s website: www.qruppoiqd.it. Please refer to the “Board of Directors” section of this report for fur- ther information. Since its IPO on 11 February 2005, the Company has adop- ted the Corporate Governance Code and has structured its corporate governance, i.e. its rules and standards of conduct, in a way that ensures efficient and transparent corporate bodies and control systems in line with the Code guidelines. In January 2020, the Corporate Governance Commit- tee of Borsa Italiana adopted the Corporate Governance Code to be effective as of financial year 2021. Since 2020 the Company implemented the process of updating its Corporate Governance Code to comply with Code recom- mendations, as discussed in greater detail below. The current version of the Code is available on the Bor- sa Italiana website at the following address: https:/ /www. borsaitaliana.it/comitato-corporate-governance/codi- ce/2020.pdf. In line with international best practices in the field of Corporate Governance, and having regard to the recom- mendations of the Code approved by the Corporate Go- vernance Committee of Borsa Italiana, the Company also adopted some time ago its own Corporate Governance Rules, which - together with other documents (such as, by way of example, but not limited to Articles of Asso- ciation, Organizational, Management and Control Model pursuant to Legislative Decree 231/2001, Code of Ethics, Regulations for Shareholders Meetings, Procedure for Re- lated Party Transactions, Procedure for the management of relevant and price-sensitive information, Internal Dea- ling Procedure, Anti-Bribery Policy, Rules of Internal coun- cil Committees) - constitutes the set of instruments for self-regulation of the Company's governance. In accordance with the law, this Report contains a general description of the corporate governance system adopted by the Company, along with information on the sharehol- der structure and application of the Corporate Governan- ce Code, as per the “comply or explain” standard set out in the Code. The Company’s subsidiaries include the companies Win Magazin S.A. and WinMarkt Management S.r.l., both ope- rating under Romanian law, which do not influence IGD's current governance structure. 3.3 / / Compliance (pursuant to Article 123-bis, paragraph 2 (a), first part, TUF) 3.4.1 / / Role of the Board of Directors The Board of Directors plays an active role in guiding and encouraging decision-making by carefully assessing in- formation and documentation at its board meetings, in- cluding input from its internal council committees. The committees report to the Board of Directors twice yearly on the work they have carried out and/or when specific issues are discussed; especially noteworthy is the role of the Control and Risk Committee in constantly monitoring the internal control and risk management system. Without prejudice to the duties assigned to it by law and the corporate Articles of Association or its specific fun- ctions within the Internal Control System, the Board of Directors: a) Examines and approves the business plan and/or the strategic plan of the Company and the Group headed by it, also based on the analysis of issues relevant to the ge- neration of long-term value (carried out with the support, to the extent of its competence, of the Strategic Steering Committee); 3.4 / / Board of Directors b) Periodically monitors the implementation of the busi- ness plan and/or the strategic plan and assesses the ge- neral performance of management, periodically compa- ring the results achieved with those planned; c) Defines the nature and level of risk deemed compati- ble with the Company's strategic targets, including in its assessments all the factors deemed material to the Com- pany's sustainable success; d) Defines the Company's corporate governance system and the structure of the Group it heads and judges the adequacy of the organisational, administrative and ac- counting structure of the Company and its strategic sub- sidiaries, with particular reference to the internal control and risk management system; It should be noted, howe- ver, that in exercising this function, the Board of Directors did not deem it necessary or appropriate to submit speci- fic proposals to the Annual General Meeting to amend the corporate governance system, evaluating the current one as already adequate and functional to the needs of the Issuer and the Group (see Section 13); e) Resolves on the operations of the Company and its sub- sidiaries where such transactions are strategically, econo- mically or financially significant for the Company; toward this end, it determines the general criteria to be used to define relevant transactions and ensures that the strategi- cally significant subsidiaries submit any transactions that could have a significant impact on the Company to the Board of Directors for approval; f) At the recommendation of the Chair of the Board of Directors in agreement with the Chief Executive Officer (responsible for the internal control and risk management system), updates the procedure for the management and disclosure of documents and information concerning the Company, with particular reference to inside information. For further details, see Section 5 of this Report; g) Promotes the group's commitment to sustainability, approves the sustainability strategy and sustainability report, and annually evaluates social and environmental performance. Please refer to the Company's website at https:/ /www.gruppoigd.it/sostenibilita/la-nostra-strate- gia-di-sostenibilita/ for further information. In particular, with reference to the functions mentioned above, the Board of Directors in financial year 2025: > Voluntarily approved the Sustainability Report for finan- cial year 2024 and analysed the development of sustaina- bility targets on a half-yearly basis as part of the progress assessment of the 2025-2027 Business Plan; > Assessed the adequacy of the organisational, admini- strative and accounting structure of the Company and specifically the internal control and risk management sy - stem; > Within the framework of the Internal Control and Risk Management System, further implemented the ERM mo- del, adequately assessing the main risks with respect to the business model of the Company and the Group, con- sidering them compatible with business management, in line with its strategic targets; > Assessed, at least once a quarter, the general business performance, comparing the results achieved with the planned ones; > Periodically monitored the implementation of the 2025- 2027 Business Plan; > Approved the “Diversity, Equity & Inclusion Policy,” as a further step in the path of sustainability and social re- sponsibility undertaken by the Company; > Conducted a review of the company's functions, with the aim to streamline and optimize internal structures and adapt them to new business scenarios. Within the new organizational structure, in particular, the “Finance and Treasury” and “Planning, Control, IR and Sustainability” departments have been merged under a single top mana- ger, the Chief Financial Officer (“CFO”); > Launched a project to update the IGD Group's corporate procedures (Italian perimeter), with reference to both go- vernance procedures and those relevant for the purposes of the application of Law 262/05 (except IT procedures), to align internal procedures with the changes in process flows as a result of changes in the organisational structure and the system of delegations and powers of attorney; > Has resolved on: i) the subscription of a new green se- cured loan of 615 million euros with a pool of leading na- tional and international banks and financial institutions, as well as ii) the issue of a new non-convertible, senior un- secured green bond, with a nominal value of 300 million euros and a five-year term; > Has approved the execution of an agreement with Coop
Page 72
143 142 3 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.4 BOARD OF DIRECTORS REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.4 BOARD OF DIRECTORS Alleanza 3.0 Soc. Coop. to award management mandates for a portfolio of over 40 assets, including shopping cen- ters, hypermarkets, and supermarkets, thus expanding the business of the Asset Services for Third Parties Business Unit in line with the strategy of the 2025-2027 Business Plan. As part of the same agreement, IGD acquired from a third party a logistics-industrial property in San Vito al T agliamento (PN) in order to strengthen its ability to of- fer services to its tenants in the Northeast Area with the creation of an integrated Ecosystem. The property was already in the availability of Coop Alleanza 3.0 Soc. Coop., which has entered a long-term lease agreement. For further information on the Board of Directors with regard to its composition, functioning, appointment and self-assessment, remuneration policy and internal control and risk management system, please refer to sections 4, 8 and 9 of this report. In addition, on 2 October 2025, the Board approved the "Policy for the management of dialogue with sharehol- ders and other stakeholders” (hereinafter the “Dialogue Policy”) which regulates the tools of dialogue and the methods of engagement and communication in line with the recommendations of the Code and the engagement policies adopted by institutional investors, Proxy Advisors, active managers and international best practices, with the provisions contained in EU Regulation no. 596/2014 of the European Parliament and of the Council of 16 April 2014 ("MAR") and its implementing provisions on the manage- ment and public disclosure of "inside information". This revision was deemed appropriate to align the Dialogue Policy with the redefinition of internal responsibilities for managing stakeholder relations, resulting from changes in the organizational structure, in line with best market practices. The Board was also informed periodically by the Chief Executive Officer about the investor relations activities carried out through specific reports which were discussed during the board meetings. Within the framework of the internal control and risk ma- nagement system, the Board of Directors defines the gui- delines of the internal control and risk management sy - stem in line with the company's strategies and assesses, at least once a year, the appropriateness of the system with regard to the company's characteristics and the risk profile assumed, as well as its effectiveness. The Board is the promoter of the Group's commitment to sustainability: it approves the strategy and the sustai- nability report and, in addition, annually assesses the Group's social and environmental performance. Although the Board has not formally delegated the management and monitoring of the Company's significant impacts on its stakeholders, the environment and society in general, according to the guidelines provided by the Global Re- porting Initiative (GRI), these are monitored by various corporate functions, such as, for example, the individual internal committees, as illustrated in the 'Sustainability Strategy' chapter of the Sustainability Report published on the Company's website at https:/ /www.gruppoigd.it/ sostenibilita/bilancio-di-sostenibilita/. The Company manages the information provided to its shareholders in accordance with the Law on Market Abu- se and CONSOB guidelines. For more information, refer to Section 12 of this Report. 3.4.2 / / Appointment and replacement (pursuant to Article 123-bis, paragraph 1, letter l), first part, TUF) Pursuant to Articles 16.2 and 16.3 of the Articles of As- sociation, the directors are elected based on preference lists which comply with the current laws relating to gen- der equality. Pursuant to the provisions of Article 16.3 of the Articles of Association, the lists may be submitted by shareholders holding, individually or jointly, the participa- tion share determined in accordance with the provisions of Consob (corresponding, for the year 2026, to 2.5% of IGD's share capital, in accordance with the provisions of Consob Decision no. 155 of 27 January 2026) and must be submitted to the Company's registered office at least 25 days before the date set for the first meeting. The lists must be filed at the head office at least twenty-five days in advance of the first-call date of the meeting. Sharehol- ders must prove possession of the shares needed to file voting lists by submitting the relative certification by the deadline for the publication of the list (namely, at least 21 days prior to the Annual General Meeting). Pursuant to Article 147-ter, paragraph 1-bis, TUF , ownership of the minimum amount needed to participate in the filing of a list is based on the number of shares officially held by the shareholder on the day the lists are filed with the Issuer. The candidates must be numbered sequentially in the lists up to the number of seats to be filled. In accordance with the latest version of Article 147 ter, fourth paragraph of the Articles of Association, Article 16.3 of the Articles of Association states that every list must include at least two clearly indicated candidates who qualify as independent in accordance with the law. The lists, which include three or more candidates, must include candidates of both genders, as indicated in the notice of call for the Annual General Meeting, to ensure that the composition of the Board of Directors complies with current laws relating to gender equality. In compliance with the Articles of Association, the lists must be filed along with the candidates' irrevocable ac- ceptance of office (should they be elected), curriculum vi- tae, and statements confirming that there are no reasons for ineligibility and/or disqualification and that they meet the requirements set by law. Article 16.4 of the Articles of Association, reflecting the provisions of Article 147-ter, paragraph 3 of the TUF prohi- bits any shareholder from submitting or participating in the submission of more than one list. In keeping with the above, Article 16.7 of the Articles of Association states that if more than one list is submitted, at least one direc- tor must be appointed from the minority list that receives a majority of the votes cast. Thus, if the candidates ran- ked with the highest quotients come from a single list, the candidate from the minority list who has earned the highest quotient will be elected in place of the candida- te at the bottom of the ranking. In accordance with Arti- cle. 16.7-bis of the Articles of Association, if, following the voting and the operations described above, the current legislation on gender balance is not respected, the can- didates belonging to the more represented gender who - considering their order on the list - would be elected last in the list with the highest number of votes, shall be replaced in the number necessary to ensure requirement is met by the first non-elected candidates on the same list belonging to the less represented gender, without preju- dice to compliance with the minimum number of direc- tors meeting the independence requirements established by law. If a substitution is not possible because there are not enough candidates of the least represented gender in the list that receives the greatest number of votes, the shareholders will supplement the missing directors in the majorities required by law, thus ensuring compliance with the requirement. Article 16.8 of the Articles of Association, on the subject of filling vacancies on the Board of Directors, combines the co-option system with the requirement that minority interests be represented and that at least two directors qualify as independent pursuant to Article 147-ter, para. 4 of the TUF , as well as in accordance with the laws gover- ning gender equality. For information on the role of the Board of Directors and board committees in the processes of review, appoint- ment and succession of directors, see Section 7 of this Report. 3.4.3 / / Composition (pursuant to art. 123-bis, pa- ragraph 2, lett. d) and d-bis), TUF) IGD's Board of Directors is made up of 11 Directors, inclu- ding 1 executive Director identified as the Chief Executive Officer and Managing Director, who is also in charge of the internal control system, 4 Independent Directors, in- cluding the Chair, and 6 non-executive Directors. All of the directors have professional qualifications and skills appro- priate to their tasks. This was taken into account on occa- sion of the re-election of the Board, including in light of the opinion expressed by the outgoing Board of Directors on its size, composition and functioning with respect to the Company's complexity, as presented to the sharehol- ders at the Annual General Meeting of 18 April 2024. In the Board composition, the profiles of the non-executi- ve directors are such to ensure them a significant weight in the adoption of board resolutions and to provide for the effective monitoring of operations. A significant share of the directors - 4 out of 11 - qualify as independent. On 18 April 2024, the Ordinary Annual General Meeting appointed the Board of Directors currently in office to serve until the date of the Annual General Meeting to be convened to approve the financial statements for the year ending 31 December 2026. The Board of Directors currently in office is made up of 11 Directors, namely Antonio Rizzi (Chairman), Roberto Zoia (Chief Executive Officer and Managing Director), Edy Gambetti (Vice Chairman), Antonello Cestelli, Antonio Ce- rulli, Mirella Pellegrini, Simonetta Ciocchi, Daniela Delfrate, Laura Ceccotti, Alessia Savino and Francesca Mencuccini. At the Ordinary Annual General Meeting of 18 April 2024, which appointed the current Board, two lists were submit- ted by Coop Alleanza 3.0 soc.coop. (List No. 1) and Unico- op Tirreno soc.coop., now Unicoop Etruria soc. coop. (List No. 2). The lists were submitted with all the documenta- tion relating to the personal and professional characteri- stics of the candidates, along with statements relating to their qualifications as independent and irrevocable accep-
Page 73
145 144 3 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.4 BOARD OF DIRECTORS REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.4 BOARD OF DIRECTORS tance of the appointment in the time period provided for under the law. More in detail, from List no. 1, submitted by the majori- ty shareholder Coop Alleanza 3.0 soc. Coop, (owner of 40.92% of the share capital), the following members were appointed: Antonello Cestelli, Antonio Cerulli, Roberto Zoia, Antonio Rizzi, Mirella Pellegrini, Simonetta Ciocchi, Daniela Delfrate, Edy Gambetti, Laura Ceccotti. This list was voted by 78.91% of the shares represented in AGM. Alessia Savino and Francesca Mencuccini were drawn from List No. 2 submitted by Unicoop Tirreno soc.coop., now Unicoop Etruria soc. coop (holder of a 9.97% sha- reholding). This list was voted by 21.08% of the shares re- presented in AGM. Directors Antonio Rizzi, Mirella Pellegrini, Simonetta Cioc- chi and Daniela Delfrate certified that they meet the inde- pendence requirements set forth in the applicable provi- sions of the Consolidated Finance Act, the Consob Market Regulations and the Corporate Governance Code. T able 2 attached to this Report shows the members of the Board of Directors for the Y ear, indicating their respecti- ve executive or non-executive functions and whether they meet the independence requirements of the Code, the date of their first appointment and, in T able 3, the compo- sition of the Committees. The Board has a high level of expertise and professional experience in key areas that directly affect the strategic and operational management of the Company. Among them, Chief Executive Officer and Managing Director Ro- berto Zoia, in his 19 years with the company, brings direct knowledge of the company's internal dynamics, enabling effective integration of strategic vision with operational management. The Board also benefits from the presence of members with a high level of legal training and expe- rience, who help to ensure that corporate decisions are legally compliant. The presence of experts from the retail sector will help to address the challenges and opportuni- ties of the changing market, while those from the world of finance will contribute to the strategic management of fi- nancial resources, which is increasingly focused on sustai- nable growth and risk management. In addition, the pre- sence of accountants with solid training and experience in accounting and taxation ensures strict control of financial practices and transparent management of resources. In addition, the Board is committed to sustainability is- sues, which are essential for addressing environmental, social and governance (ESG) challenges. This enables the company to adopt responsible practices, promote an ethi- cal and inclusive approach in its operations, and integrate sustainability into strategic decisions. This combination of diversified experience, together with a strong sensiti- vity to sustainability issues, guarantees a solid, long-term oriented governance, capable of responding to market needs and Company expectations. The personal characteristics and professional experience of the single members of the Board of Directors as at the date of the present report, are provided below. / / Antonio Rizzi Chairman of the Board of Directors Independent Director Born in 1965, he graduated in Law from the L.U.I.S. Guido Carli University in Rome in 1989 and has been full Profes- sor of Private Law at the University of Rome - T or Vergata since 2011. He has been a lecturer in Civil Law at the Pon- tifical Lateran University since 2014. He is the author of numerous scientific publications and a member of the editorial boards of several law journals. A former magistrate of the judiciary, he is a case lawyer with the Court of Cassation. He mainly practices in the areas of corporate law, banking and finance law and contract law. He has held positions as receiver in large and very large companies in crisis, as well as on the boards of banks and listed companies. He joined the Board of Directors of IGD SIIQ in 2021 as an independent member since 18 April 2024 he has been the Chairman of the company. He is also the Chairman of the Company’s new 'Strategic Steering Committee', which has also been assigned the functions previously held by the 'Sustainability Commit- tee', which has an advisory role in the formulation of pos- sible strategic guidelines in the management and sustai- nable development of the Company. For the functions of the 'Strategic Steering Committee' in the field of sustaina- bility, please refer to Section 6 of this Report. The number of offices held is shown in T able 2. // Roberto Zoia Chief Executive Officer and Managing Director Executive Director Born in 1961, his career is completely focused on the com- mercial segment of the real estate industry. As early as 1986, he was with Coopsette as Business Manager, where he was responsible for managing complex projects invol- ving shopping centres in particular. In 1999, he joined the GS Carrefour Italia Group as Deve- lopment Manager for Hypermarkets and Shopping Cen- tres, before becoming Asset and Development Manager for Carrefour Italia in 2005. He arrived at IGD in 2006 where he took on the role of Director of Development and Asset Management, while since 2019 he has also headed the Management of the Group's shopping centre network. In April 2024, he was appointed Chief Executive Officer and Managing Director of the Company. He also serves as Chairman of the Board of Directors of the subsidiaries Porta Medicea, IGD Ser- vice and the Romanian subsidiary Win Magazine, and as Sole Director of the subsidiary Alliance SIINQ. In October 2020, he was appointed Chairman of CNCC, the Italian Council of Shopping Centres, a civil and in- dependent non-profit association that aims to bring to- gether all the stakeholders of the Shopping Centre Indu- stry, Factory Outlets, Retail Parks and similar structures, after serving as President of the Real Estate Development and Investment Commission for 6 years (from May 2014 to October 2020). He is also a member of the Company’s new 'Strategic Ste- ering Committee', which has also been assigned the fun- ctions previously held by the 'Sustainability Committee', which has an advisory role in the formulation of possible strategic guidelines in the management and sustainable development of the Company. For the functions of the 'Strategic Steering Committee' in the field of sustainabili- ty, please refer to Section 6 of this Report. The number of offices held is shown in T able 2. // Edy Gambetti Vice Chairman Non-executive Director Born in Modena in 1951, he graduated in Economics from the University of Modena in 1976. He gained solid experience in management and later in corporate governance, serving as executive and non-exe- cutive director as well as legal representative. As an exe- cutive and an area manager, he has been a strategy and management expert for the mass retailing business within the Coop group, with related expertise in the manage- ment of hypermarkets and malls. He has worked for con- sortiums within the sphere of Coop Italia and for diverse companies in the same business. In the mass retailing in- dustry, he has also served as director and legal represen- tative in the discount and logistics sectors. From June 2019 to Jun 2025, he has held the position of Vice-Chairman of Coop Alleanza 3.0 and Chairman of the Board of Directors of the company Distribuzione Centro Sud Srl. At IGD, he served as a non-executive director from 2021 to 2024, and in April 2024 he was appointed Vice Chairman. He is also a member of the Company’s new 'Strategic Ste- ering Committee', which has also been assigned the fun- ctions previously held by the 'Sustainability Committee', which has an advisory role in the formulation of possible strategic guidelines in the management and sustainable development of the Company. For the functions of the 'Strategic Steering Committee' in the field of sustainabili- ty, please refer to Section 6 of this Report. The number of offices held is shown in T able 2. // Alessia Savino Non-executive Director She graduated in Economics and Banking from the Ca- tholic University of Milan and later obtained a Master in Managerial Development from the L. Bocconi School of Management, Milan. She is currently Director of AILA As- sociation and of the Italian Hospital Association of Luga- no. A finance expert, she has gained experience in both ban- king and business management as she has worked for two important banking groups and two multinational manu- facturing companies. On the corporate side, she was Ge- neral Manager and member of the Board of Directors of the Giorgio Armani Group Finance Company for about 15 years. Prior to that, she was Group Treasurer of Aprilia, now the Piaggio Group. As for banking, she was part of the corporate division’s financial sector as head of secu- rities trading for the joint venture of Credito Italiano and Natwest Bank of London, Banca Creditwest and, subse- quently head of the division responsible for covering inte- rest rate risk management of the banking group Credito Emiliano in Reggio Emilia. From 2017 to 2025 he held the position of Director of Finance and Administration at Uni- > DIRECTORS’ INDEPENDENCE 36% 64% Independent directors Non independent directors
Page 74
147 146 3 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.4 BOARD OF DIRECTORS REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.4 BOARD OF DIRECTORS coop Tirreno Soc. Coop. She has held the position of Non-Executive Director at IGD since June 2018. The number of offices held is shown in T able 2. // Antonello Cestelli Non-executive Director Born in 1970, he graduated in Economics from the Univer- sity of Perugia in 1995. He currently holds the position of Finance Director of Coop Alleanza 3.0 since February 2024, after joining the company in March 2021 and having held various manage- ment positions in the areas of extraordinary operations, finance, administration and investee companies. He gained extensive experience in the banking world between 1997 and 2021, starting his career at Banca Com- merciale Italiana, which later merged with Banca Intesa Sanpaolo, and moving on to Banca Akros, UniCredit and UBI Banca, where he reached the position of Deputy Cen- tral Director, Head of Extraordinary Operations and Equity Investments. Over the years, he has held numerous directorships in companies in the real estate, private banking and private equity sectors, and is a director of Alleanza Luce & Gas and Factorcoop. At IGD, he has held the position of Non-Executive Director of the Board of Directors since April 2024. He is also a member of the Company’s new 'Strategic Ste- ering Committee', which has also been assigned the fun- ctions previously held by the 'Sustainability Committee', which has an advisory role in the formulation of possible strategic guidelines in the management and sustainable development of the Company. For the functions of the 'Strategic Steering Committee' in the field of sustainabili- ty, please refer to Section 6 of this Report. The number of offices held is shown in T able 2. // Antonio Cerulli Non-executive Director Born in 1960, he graduated in Economics and Philosophy and attended various professional training courses at SDA Bocconi in Milan. His professional career began in companies operating in the construction sector (Edilcoop, Edilfornaciai and Coo- perativa Costruzioni), where he gained almost 20 years of experience. After a brief experience at FINEC Merchant, a subsidiary of the Unipol Group, he joined Coop Adriatica, now Coop Alleanza 3.0, in October 2000, where he was mainly re- sponsible for strategic planning, investment analysis and planning, assets and development of new initiatives, un- til he was appointed Head of Assets and Development in 2022. He is also Chairman of Alleanza Luce & Gas, a subsi- diary of Coop Alleanza 3.0. operating in the resale market for the sale of electricity and gas to domestic consumers and holds various positions on the boards of real estate companies belonging to the cooperative world. At IGD, he has held the position of Non-Executive Director of the Board of Directors since April 2024. He is also a member of the Company’s new 'Strategic Steering Com- mittee', which has also been assigned the functions pre- viously held by the 'Sustainability Committee', which has an advisory role in the formulation of possible strategic guidelines in the management and sustainable develop- ment of the Company. For the functions of the 'Strategic Steering Committee' in the field of sustainability, please refer to Section 6 of this Report. The number of offices held is shown in T able 2. // Laura Ceccotti Non-executive Director Born in 1968, she graduated as an Expert and Auditor from the University of Trieste in 1991. She is a member of the Order of Chartered Accountants of Udine, the Register of Auditors and the Register of Au- ditors of Local Authorities. In association with other professionals, she works as a chartered accountant, holding, among other things, the position of member of the Board of Statutory Auditors of corporations. After an initial experience with the auditing firm KPMG, she now works as a statutory and voluntary auditor for joint stock companies and cooperatives on behalf of the auditing firm "Aurea Revisione" and also as an auditor for various public bodies in the Friuli-Venezia Giulia region. She is also a member of the Board of Directors and the Presidency of the League of Cooperatives of Friuli-Vene- zia Giulia. She also currently holds the position of Independent T e- chnical Director on the Board of Directors of Coop Alle- anza 3.0 and is a member of various internal council com- mittees and a member of the Board of Statutory Auditors of Bcc Financing S.p.A. At IGD, she was appointed as a Non-Executive Director of the Board of Directors from April 2024. The number of offices held is shown in T able 2. // Francesca Mencuccini Non-executive Director Born in 1970, she graduated in Law from the University of Siena in 1997 and qualified as a lawyer at the Florence Court of Appeal in 2000. In 1998 she joined a company of the Unicoop Tirreno Group for the first time, covering various roles within the legal department, until 2000 when he became Head of Corporate and Legal Affairs of the Tuscan cooperative. Since September 2016 he has taken on the role of Head of Legal, Compliance and Corporate of the Unicoop Tirreno Group, now Unicoop Etruria, dealing with contracts, liti- gation, insurance, corporate, compliance with Legislative Decree 231/2001, privacy, quality, work safety and preven- tion, environment and anti-money laundering. At IGD, she was appointed as a Non-Executive Director of the Board of Directors from April 2024. The number of offices held is shown in T able 2. / / Mirella Pellegrini Independent Director Born in 1964, she graduated in Law from the University of Pisa in 1990. She then furthered her education in Fi- nance and Economics of Intermediaries and Markets at the School of Management of the LUISS Guido Carli Uni- versity in Rome and obtained a PhD in Financial Market Law from the University of Pisa. After an initial period as a Researcher in Economic Law at the University of Bologna, she is now a Full Professor at the Department of Business and Management of the LUISS Guido Carli University in Rome, where she teaches Financial Regulation and Digi- tal Innovation, Public Economic Law, Market and Financial Intermediaries Law. She is the didactic director of the ma- ster’s programme 'Regulation of Financial Activities and Markets'. In addition to her academic experience, she also has many years' experience as an independent director on the Bo- ard of Directors of major joint-stock companies such as Enel Spa, Generali Investment Europe SGR, Generali In- vestment Partners SGR and Generali Real Estate SGR. Independent Director in AS Roma and in Fideuram - In- tesa Sanpaolo Private Banking and is a member of the Supervisory Board of Italgas Reti. Since March 2024 she has been appointed by the Ministry of Economy and Finance as a member of the technical working group Mercati for the reform of the Consolida- ted Law on Finance. By decree dated 24 October 2025, she was appointed by the above Ministry in the T echnical Scientific Advisory Council of the Capital Markets Stee- ring Committee. At IGD, she has held the position of Independent Direc- tor of the Board of Directors since April 2024 and is also Chair of the Nomination and Compensation Committee and member of the Control and Risk Committee. The number of offices held is shown in T able 2. // Simonetta Ciocchi Independent Director Born in 1972, after graduating from high school, she obtai- ned a bachelor’s degree in economics in 1996 and a ma- ster’s degree in law in 2024. She started his career at a major engineering company in the Brescia area and then moved on to professional practice at Studio Cossu e Associati in Brescia. Since 2006 she has been a member of the Register of Chartered Accountants of Brescia and since the following year of the Register of Auditors. In 2007 , she began working with Ergon Commercialisti in Brescia, a firm of which she became a partner in 2019. She has gained experience in the civil, tax and contractual assistance of companies and groups, in the management of business processes, in valuations and extraordinary transactions. She currently holds supervisory and administrative posi- tions in companies. At IGD, she has been appointed as an independent mem- ber of the Board of Directors since April 2024 and is also Chair of the Control and Risk Committee and a member of the Nomination and Compensation Committee and the Related Party Transactions Committee. The number of offices held is shown in T able 2. // Daniela Delfrate Independent Director Born in 1965, she graduated from the Università Cattolica del Sacro Cuore in Milan in 1993 with a master’s degree in economics and business administration. She is registered in the register of chartered accountants in Milan and in the register of auditors. She has been practising as a chartered accountant for more than 20 years now, mainly dealing with tax consul- tancy as well as holding corporate positions within leading Italian companies. She has significant experience in the taxation of companies operating in the real estate sector, with a focus on real estate funds and Sicaf, SIIQ, NPLs, in the energy sector, with a focus on renewable energy, in the taxation of companies operating in the telecommuni- cations sector and in the food sector.
Page 75
149 148 3 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.4 BOARD OF DIRECTORS REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.4 BOARD OF DIRECTORS A tax advisor to major listed and unlisted Italian and in- ternational groups, she has specific expertise in group ta- xation issues. In addition, she followed and closely moni- tored the first experiences of cooperative compliance and corporate adoption of a tax control framework. She has co-authored numerous publications on alterna- tive and renewable energies, taxation and international trade and corporate welfare, and collaborates with Giuffrè Editore, Italia Oggi and Il Sole 24 Ore on specific articles. She also currently holds the position of Chair of the Bo- ard of Statutory Auditors of Sogefi and is an auditor of the following companies: CY4GATE, DP Group, Synchron Nuovo San Gerardo and DP Dent. At IGD, she has been appointed as an independent member of the Board of Directors since April 2024 and is also a member of the Nomination and Compensation Committee, of the Control and Risk Committee and the Related Party Transactions Committee. The number of offices held is shown in T able 2. * * * In accordance with the Code, Directors accept office when they consider that they can devote the necessary time to the diligent performance of the duties required by the nature of the office, also taking into account their par- ticipation in the committees established within the Board of Directors, the obligations connected with their work and professional activities, as well as the number and bur- den of other directorships or audit functions held in other companies, in accordance with the “Limits on the number of directorships that may be held by directors" set out be- low, taking care to verify that this condition is maintained throughout their term of office. The Directors, aware of the responsibilities inherent in the office held, must be constantly updated on the newest le- gislative and regulatory developments affecting the Com- pany and its business. The directors must comply with the Code of Ethics, the In- ternal Dealing Code and any other provisions with which the Company regulates the directors’ conduct; the direc- tors, like the Statutory Auditors, must treat any documen- ts and information to which they might have access in the course of their duties with the maximum confidentiality. / / Diversity criteria and policies regarding the com- position of the Board and company organisation The Company's Board of Directors is comprised of indivi- duals with different professional and personal profiles, in- cluding university professors, independent professionals and entrepreneurs, as well as company executives. 36% of the elected directors meet the independence requirement pursuant to the provisions of the Code and the TUF . Prior to the latest board election, the outgoing Board of Directors published its opinion on the future size and com- position of the board and presented it to the shareholders ahead of the Annual General Meeting of 18 April 2024. The opinion also addressed the professional qualifications, experience, and skills expected of directors, including in light of the Company's size, complexity and strategy. The current composition of the Board of Directors also complies with the current legislation on gender balance (Law 160/2019, known as the "Budget Law", which amen- ded Article 147-ter, paragraph 1-ter, and 148, paragraph 1-bis, of the Consolidated Finance Act, introduced by Law 120/2011), according to which the proportion of directors reserved for the less represented gender must be at le- ast two-fifths, rounded up to the next higher unit, if the application of the gender distribution criterion does not result in a whole number of directors belonging to the less represented gender. This distribution criterion will apply for six consecutive terms starting from the first renewal of the board of directors following the date of entry into force of the Budget Law. In this respect, on 5 November 2020 the Company’s Bo- ard of Directors had amended the Articles of Association to comply with provisions relating to gender equality re- ferred to in the Budget Law. As a result of the foregoing, the Company has not to date deemed it necessary to adopt a formal diversity policy with respect to the composition of the Board of Directors, as it has deemed it necessary to comply with diversity criteria - including gender criteria - in the current com- position of the Board of Directors, in accordance with the primary objective of ensuring adequate competence and professionalism of its members. Within the corporate organization, the Company operates in line with the principles set forth in its Code of Ethics and in the Diversity, Equity and Inclusion Policy, appro- ved by the Board of Directors on 5 August 2025, available on the Company's website at: https:/ /www.gruppoigd.it/ lavora-con-noi/uno-spazio-che-accoglie/diversita-equi- ta-e-inclusione/. This Policy aims to promote an inclusive work environment that respects diversity, ensuring equal opportunities and preventing any form of discrimination in the selection, hiring, training, evaluation, professional development and career management processes. Diversity and inclusion initiatives are integrated into the Company's organizational and management processes and are regularly monitored for effectiveness and resul- ts, including through specific qualitative and quantitati- ve indicators. Specifically, these measures are part of a management system assessed as compliant with the UNI ISO 30415:2021 standard following an independent audit conducted by RINA in December 2025, confirming the Company's commitment to enhancing diversity and pro- moting an inclusive and sustainable corporate culture. The Company also adhered to the UN Global Compact in 2021. This membership represents IGD's commitment to respect and promote human rights, decent working conditions, and active anti-corruption policies that are consistent with the highest international standards. The commitment to the principles of sustainability and social responsibility guides every aspect of IGD's governance and business activities and reinforces inclusiveness, tran- sparency and ethics in its operations. / / Maximum number of positions held in other companies In order to regulate the maximum number of directorships and audit positions held by directors in other companies, the IGD has adopted the regulation entitled “Limits on the number of directorships that may be held by directors", approved by the Board of Directors on 13 December 2010 and subsequently updated on 18 December 2024. The regulations are available to the public on the Company’s website: http:/ /www.gruppoigd.it/Governance/Consiglio-di-ammi- nistrazione. Based on the regulations, the term “maximum number” does not refer solely to the number of offices held but also attributes a weight to each type of appointment in relation to the nature and size of the company, as well as the position held by IGD’s directors in other companies, in light of the fact that more time is dedicated to certain po- sitions than to others. In light of this consideration, IGD’s Board of Directors held that the weight to be attributed to the office of chair or executive director be different, for example than that of a non-executive/independent director or member of the Board of Statutory Auditors, also depending on whether the person serves on one or more Committees constituted within the Board of Direc- tors. Lastly, the weight attributed to each office was also different based on the type and size of the company, and two sub-categories were established: Group A and Group B. Group A includes listed companies, financial institu- tions, banks, insurance companies or other large compa- nies that meet the requirements listed in the Regulations. All the companies which are not part of Group A are au- tomatically considered part of Group B. In light of these considerations, the Board listed the overall weight of the offices held by other companies, which can be considered compatible with acting effectively as a director in IGD. The composition of the Board of Directors as of the date of this Report was fully compliant with the regulations go- verning “Limits on the number of directorships that may be held by directors.” The number of offices held by directors in companies other than those of the IGD Group can be found in T able 2, attached to this Report. 3.4.4 / / Functioning of the Board of Directors (pur- suant to Article 123-bis, par 2 (d) TUF) As part of its activities to review and strengthen its orga- nisational structure and corporate governance, the Board of Directors approved a new version of the Governance Rules on 18 December 2024, replacing the previous ver- sion approved by the Board of Directors on 8 November 2012, and subsequently amended on 18 December 2014, 5 August 2016, and 6 May 2021. The new Rules for Corpora- te Governance define, inter alia, the role, composition and rules of operation of the Governing Body and its commit- tees, including the procedures for scheduling, convening, conducting and minuting meetings. On the same date, with a view to simplification, the "Ma- nagement of Board Meetings" procedure was repealed, > BREAKDOWN BY GENDER IN THE BOARD OF DIRECTORS 55% 45% Female Male
Page 76
151 150 3 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.4 BOARD OF DIRECTORS REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.4 BOARD OF DIRECTORS the content of which (roles, responsibilities, operating and control methods related to the process of managing Board meetings) was included in the Rules for Corporate Governance. The Governance Rules also regulate the procedures for the management of information to the Directors, ensuring that it is made available well in advance of Board meetin- gs and assigning responsibility to the Chair of the Board, assisted by the Board Secretariat, which provides the Bo- ard, with impartial judgment, with assistance and advice on any aspect relevant to the proper functioning of the corporate governance system. The corporate disclosure consists of illustrative presenta- tions, supporting documentation, and other material for each agenda item. When necessary, the Chair of the Bo- ard will read resolution proposals verbatim to the entire Board before calling the vote. The Council Secretariat is responsible for maintaining the minutes of individual meetings, including all spee- ches made and clarifications provided. These minutes are made available to all councillors and mayors following the council meeting. This allows for verification of the recor- ding of speeches, ensuring accuracy and transparency. The acknowledgement of any comments received and the finalisation of the draft minutes are the responsibi- lity of the Chair and the Board Secretariat; the Chair is also responsible for resolving any conflicts that may arise with regard to the manner in which the minutes are re- corded. The draft minutes, as identified by the Chair, will be formally authorized for transcription in the Board of Directors' Book of Meetings and Resolutions. This autho- risation will take place at the opening of the first useful Board meeting. At that time, the Chair will also provide an account of any conflicts regarding the manner in which the minutes are to be recorded. A copy of the transcribed minutes is made available to the members of the Board of Directors and the members of the Board of Statutory Auditors by the Secretary via the appropriate company software platform and/or by email. T o ensure effective collaboration in fulfilling its respon- sibilities, the Board of Directors convenes on the dates indicated in the financial calendar disclosed to the market in accordance with the provisions of the Stock Exchange Instructions. Additionally, the Board may meet at other times when: - There is a need or opportunity to delibera- te on specific issues. - The majority of the Directors, the Executive Committee (if established), or an Auditor so re- quested. The Board, at any rate, takes the steps necessary to effectively fulfil its duties. The Chair of the Board of Directors has the authority to request the attendance of executives from the Company and its Group companies at board meetings. These exe- cutives must be in charge of the relevant corporate fun- ctions according to the subject matter. The purpose of this request is to provide the appropriate in-depth analy- sis of the items on the agenda. This request can be made upon the request of one or more directors and with the agreement of the Chief Executive Officer. The Board of Directors is responsible for discussing all transactions within its area of authority, as outlined in Section 4. Each director is guaranteed sufficient time to provide interventions, comments, and requests for clari- fication. On 17 December 2025, the Company published its finan- cial calendar which includes the following Board of Direc- tors meetings in 2026: > 26 February 2026: Board of Directors to approve the Draft Financial Statements and Consolidated Financial Statements as of 31 December 2025. > 7 May 2026: Board of Directors’ meeting to approve the Interim Management Statement at 31 March 2026. > 4 August 2026: Board of Directors’ meeting to appro- ve the Half-year Financial Report at 30 June 2026. > 12 November 2026 : Board of Directors’ meeting to approve the Interim Management Statement at 30 Sep- tember 2026. If the Company deems it advisable it may convene, in ac- cordance with the bylaws, other Board of Directors' me- etings in 2026. Pursuant to Article 17 .3 of the Articles of Association, the Chairman convenes and chairs the Board of Directors, di- rects, coordinates and moderates its discussions and acti- vities, and proclaims the results of its deliberations. Article 18 of the Articles of Association meetings of the Board of Directors are called by the Chair, or the Chair's deputy, whenever this person sees fit or at the request of a majority of the directors. Meetings are normally called by e-mail, with a follow-up to check the directors' availa- bility to attend, at least five days in advance of the mee- ting. In urgent cases, meetings may be called with a noti- ce of only one day. The power to call the Board of Directors’ meetings gran- ted to the Board of Statutory Auditors or by any mem- ber thereof complies with Article 151, second paragraph of TUF . The Board of Directors meets at the place specified in the notice of call of the meeting, which may be the registered office or anywhere else in Italy. The Chair of the Board of Directors, with the assistance of the Secretary, is responsible for ensuring that the rele- vant documentation related to the agenda items is made available to the Directors and Auditors with sufficient lead time before the Board meeting. This includes making sure that the pre-meeting information and any additional materials provided during the meeting are adequate to enable the Directors to act in an informed manner in the performance of their duties(1). The documentation relative to the Board meeting agen- das is regularly made available to each director on the Company’s website; directors may access it on an exclu- sive basis. The publication of the documentation is prece- ded by a notice sent by e-mail from a specific office within the Company. During 2025 the adequate publication noti- ce period on average was equal to 2 (two) days. The Chair of the Board of Directors made sure that the agenda items were thoroughly discussed during the me- etings, facilitating constructive, in-depth debate. He also engaged the executives of the company and its group companies when necessary to provide the Board with va- luable insights. Board meetings are presided over by the Chair or, if the Chair is unavailable, by the Deputy Chair (if appointed) or, if that person is unavailable, by the most senior director in terms of age. The Articles of Association require the presence of at le- ast one member of the Board of Statutory Auditors at all sessions of the Board of Directors to ensure that the Sta- tutory Auditors are informed of the Company's activities and of the transactions having a significant impact on pro- fitability, assets, liabilities, and financial position carried out by the Company or its subsidiaries, in particular those transactions in which they have an interest on their own or third parties' account; that are influenced by the party in charge of management and coordination; or that have been the subject of resolutions, debate or announcement during the course of the session. With a view to making the internal corporate information flow system more effi- cient, the Shareholders' Meeting held on 16 April 2025 ap- proved an amendment to the Articles of Association and cancelled the paragraph that required the Chairman and/ or the Chief Executive Officer to submit a written report to the Chairman of the Board of Statutory Auditors within three months, to be mentioned in the minutes of the first subsequent meeting of the Board, if the members of the Board of Statutory Auditors did not attend the meetings of the Board of Directors or were unable to ensure at least a quarterly reporting. During the financial year, the Board of Directors met 14 ti- mes on 23 January 2025, 14 February 2025, 6 March 2025, 27 March 2025, 9 April 2025, 6 May 2025, 11 June 2025, 5 August 2024, 2 October 2025, 22 October 2025, 26 Octo- ber 2025, 11 November 2025 and 17 December 2025, whi- ch were duly attended by the directors and at least one member of the Board of Statutory Auditors. The absentee rate was quite low, and all absences were excused. Each meeting lasted an average of around 1 hours and 47 mi- nutes. Specific meetings of the Board of Directors were attended, in addition to the Company's executives when requested, by external parties invited to provide specialist input on the topics discussed. The Board meetings were also held by audioconference, pursuant to Article 20.1 of the Articles of Association. 3.4.5 / / Role of the Chair of the Board of Directors The Chair of the Board of Directors acts as liaison betwe- en the executive director and the non-executive directors, relaying any requests and/or demands of the latter. In carrying out the responsibilities outlined in the Articles of Association, he is authorised to oversee the work of the Board of Directors. Specifically, he is responsible for con- vening and chairing the Board of Directors, establishing the agenda in consultation with the Chief Executive Offi- (1). Recommendation 12 (a) of the Code.
Page 77
153 152 3 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.4 BOARD OF DIRECTORS REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.4 BOARD OF DIRECTORS cer and Managing Director, and ensuring the smooth and orderly conduct of the Board's business. The Chair promotes specific initiatives – with the parti- cipation of the Company's top management – to ensure that Directors and Statutory Auditors have an adequate knowledge of the sector in which the Company operates, of the Company dynamics and their evolution, also with a view to sustainable success, as well as of the principles of proper risk management and of the relevant regulatory and self-regulatory framework. He or she also encoura- ges meetings of the independent directors as the best opportunity for them to share opinions and ensures that meetings are held among all internal control bodies. He or she also coordinates the Council's regular self-evaluation activities, ensuring the appropriateness and transparency of the process. In particular, during the financial year, the Chair of the Bo- ard of Directors oversaw: > That pre-meeting information - reviewed in advance - was thorough and provided sufficiently in advance of the meeting, assured by express mention of the time it was sent; > The coordination of activities between the Board com- mittees and the Board itself, reserving to the Chairs of the respective committees - involved when the items on the specific Board meeting agenda made their presence relevant - the time necessary to explain the committee's actions; > In accordance with the directives of the Chief Executi- ve Officer and Managing Director, and at the request of individual directors, Company executives are expected to attend Board meetings. During these meetings, executi- ves are required to provide the necessary details on the agenda items as requested; > The organization of an extensive seminar session dedi- cated to analysing IGD's positioning in the reference mar- ket, as well as a reflection on the industrial context and financial markets; > Prior information to the Board of Directors for the start of the self-assessment process, making it aware of the im- portance of its full participation, also checking its ade- quacy in advance, with the support of the Nomination and Compensation Committee in compliance with the shared methodology; > Reporting to the Board on investor relations activities, which are illustrated on a regular basis by the Chief Exe- cutive Officer and Managing Director as the main person responsible for the dialogue with shareholders and other stakeholders. / / Secretary of the Board The President's proposal is followed by the Board of Di- rectors' decision on the appointment and dismissal of the Secretary of the Board. The Board determines the Secretary's professional requirements and powers, con- sidering the provisions of the Articles of Association in force. In order to ensure permanent and stable support for the corporate bodies, the IGD Shareholders' Meeting, held in extraordinary session on 16 April 2025, approved an amendment to Article 19 of the Articles of Association, eliminating the provision requiring the appointment of a Secretary at each meeting, thus coordinating the bylaws' provisions regarding the Board of Directors' secretariat with those regarding the Company's internal governance and regulations. The Board of Directors identifies the Secretary from among the members of the Board Secretariat. The mem- bers of the Secretariat of the Board of Directors are expected to meet rigorous standards of professionalism in legal and corporate governance matters. They are re- quired to demonstrate experience and independence of judgment. Additionally, they must avoid any situations that could potentially compromise their objectivity. The Secretary mainly assists the Chair in carrying out cer- tain activities and provides impartial judgement, assistan- ce and advice to the Board of Directors on any aspect relevant to the proper functioning of the corporate gover- nance system. In particular, during the financial year, the Secretary of the Board of Directors took care of: > The preparation of individual board meetings and re- lated resolutions, also following the process of making pre-meeting documentation available in compliance with the notice period, which, as per established practice, is two days prior to the board meeting; > Supporting the Committees in the planning and orga- nisation of specific meetings, ensuring their coordination with the activities of the Board of Directors and ensuring that the relevant documentation is made available in com- pliance with the notice period, which, in accordance with established practice, is two days prior to the specific me- eting, as well as supporting them in the preparation of preliminary reports to the Board of Directors; > The organization of seminar sessions for the Directors; > T aking minutes of the meetings, ensuring that the spe- eches made during the meetings are fully taken into ac- count; > The identification, in agreement with the Chair and the Chief Executive Officer and Managing Director, of the exe- cutives or consultants whom it is deemed useful to invite to Board meetings to provide appropriate insights into the items on the agenda. 3.4.6 / / Executive Directors / / Chief Executive Officer and Managing Director The Board of Directors, during its meeting of 18 April 2024, following the Annual General Meeting that renewed the Board of Directors, appointed the Chief Executive Of- ficer and Managing Director. The Chief Executive Officer and Managing Director is pri- marily responsible for the management of the company and performs the functions assigned to him by the Board of Directors. In particular, the Chief Executive Officer is vested with the following powers: 1. The creation and proposal of corporate real estate in- vestment policies and programs is a key aspect of the multi-year development strategy. These policies and pro- grams are formulated within the framework of the Com- pany's business plan and the business plan of its parent group. The proposals are based on a thorough analysis of issues relevant to long-term value generation, and they are subject to approval by the board of directors. 2. T o develop and propose the financial strategies and po- licies of the Company and the Group in relation to the de- velopment, profitability and risk targets set by the Board of Directors, with the allocation of responsibilities for their implementation; to check that the targets are implemen- ted in accordance with the guidelines set by the Board of Directors on the matter. 3. Optimise financial management tools and procedures; maintain relations with the financial system. 4. Drawing up and proposing strategies concerning orga- nisational development and policies for the recruitment, management and training of human resources, procee- ding with disciplinary charges against human resources, excluding the Company's managers. 5. Proposing to the Board of Directors the accounting and management principles for the Group, ensuring the correct formulation of the financial statements (statutory - management - consolidated and other financial state- ments where applicable, e.g. sustainability); verifying compliance with Group directives as well as administrati- ve, tax and legal regulations and laws. 6. Coordinate the preparation of business plans, multi-ye- ar plans, the annual budget and its reporting. 7. The following functions are also performed to protect the company's risks: a) T ake care of the identification of the main corporate risks, considering the characteristics of the activities car- ried out by the company and its subsidiaries, and perio- dically submit them to the board of directors for exami- nation; b) Implementing the guidelines defined by the Board of Directors, taking care of the design, implementation and management of the risk management system and con- stantly verifying its adequacy and effectiveness, as well as adapting it to the dynamics of the operating conditions and the legislative and regulatory landscape; c) Deal with the adaptation of this system to the dynami- cs of operational conditions and the legislative and regu- latory landscape; d) Promptly report to the Control and Risk Committee on problems and critical issues that have emerged in the performance of its activities or of which it has otherwise become aware so that the Board of Directors can take the appropriate initiatives. 8. Decide recruitments and disciplinary dismissals, exclu- ding those relating to executives; represent the Company before the competent Judicial Authority in labour matters with the power to sign petitions, appeals, make attempts at conciliation and settle labour disputes, also in this case
Page 78
155 154 3 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.4 BOARD OF DIRECTORS REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.4 BOARD OF DIRECTORS subject to a resolution of the Board of Directors. 9. Appointing “ad hoc" attorneys and assigning powers of attorney, permanent and/or for the performance of in- dividual acts, to managers, employees and third parties within the limits of the powers assigned. 10. Settling disputes, accepting and rejecting arrange- ment proposals, concluding out-of-court settlements with suppliers and customers or legal disputes up to a limit of EUR 500,000 per individual act. 11. Carrying out operations, including those of extraordi- nary administration, with state and local authorities, social security and welfare institutions and public offices in ge- neral, including, by way of example, requesting or waiving licences, concessions and authorisations, filing complain- ts, and initiating litigation. 12. Without prejudice to the Board's policy-making powers and those concerning management vested in it, determine the general personnel management policy and, to this end, organise and coordinate the various corporate functions. 13. Hiring, fixing economic and regulatory conditions, ca- tegories, qualifications and levels, changing duties, appro- ving internal professional development paths, suspending and imposing disciplinary sanctions, transferring, dismis- sing and liquidating employees, excluding managers. 14. Stipulate, renew, extend and terminate, within the expenditure limit of €100,000 for individual employment contracts for the professional supply of labour, coordina- ted and continuous collaboration contracts pursuant to Article 409 of the Italian Civil Code and self-employment contracts pursuant to Article 2222 et seq. of the Italian Civil Code. 15. Entering into, renewing, extending and terminating contracts for the provision of human resources services (including, but not limited to, engagement contracts with headhunters, outplacement companies, etc.), monitoring their execution and compliance with all inherent condi- tions, within the limits of its own budget. 16. Pursuant to Legislative Decree no. 196/2003, the Eu- ropean Regulation (EU) 2016/679 and the provisions from time to time applicable issued by the Guarantor for the protection of personal data (jointly the "Privacy Legisla- tion") and in its capacity as both "owner" and "person in charge" of all processing of personal data conducted wi- thin the scope of the Company's activity implement, in full operational autonomy and with broad decision-ma- king authority, also with regard to assets, the measures and actions necessary to ensure, from time to time, the Company's compliance with the Privacy Law and the best possible fulfilment of all the responsibilities and obliga- tions under the aforesaid law established in relation to the aforesaid processing and data. 1 7. This is achieved through effective organisation and implementation, ensuring the representation of the Com- pany, when necessary, towards third parties and the Gua- rantor for the protection of personal data. Particular at- tention is given to the collection, security, communication and dissemination of this data in accordance with the ri- ghts of the data subjects to whom it pertains. If deemed necessary, external parties may be engaged, who, upon acceptance, will be required to declare their conformity with the measures adopted by the Company in accordan- ce with and for the purposes of the aforementioned Pri- vacy Law. 18. The Chief Executive Officer will report to the Board of Directors, at least quarterly, on the activities carried out in the exercise of the powers delegated to him. The Chief Executive Officer must also: > Define, together with the Chair, the optimal number of members for the administrative bodies and the names of the Directors and Statutory Auditors, as well as the Chair, Deputy Chair and/or Chief Executive Officer of subsidia- ries and affiliates so that the Chair may submit them to the Nomination and Compensation Committee; > Oversee the appointment of the main managerial posi- tions within the Group; > Define, together with the Chair, the proposals for the compensation of the Company’s and Group’s top mana- gement to be submitted to the Nomination and Compen- sation Committee for the performance of the relevant functions; > Ensure that the Company’s organisational, administra- tive and accounting functions are adequate in light of the size of the business. In addition, as of 18 April 2024, Roberto Zoia also took on the office, for an indefinite term and, therefore, until revo- cation, of Managing Director of the Company. His powers are indicated below. 1. See to the correct and timely realisation of real estate projects carried out directly by the company in complian- ce with the projects, expenditure budgets and time sche- dules approved by the Board of Directors. 2. See to the executive control of the progress of orders acquired from third parties on a turnkey basis. 3. See to the proper maintenance of the real estate assets, within the scope of the lease and rental agreements si- gned by the Company with third parties, the expenditure budgets approved by the Board of Directors and in com- pliance with the applicable provisions of law, all within the limit of EUR 3,000,000 per year for each purchase/con- tract/service/mandate agreement. 4. Accept responsibility for the preparation of the annual plan of interventions as well as the related budget estima- tes for both new implementations and maintenance to be submitted to the board of directors for approval. 5. Hold the function of 'employer', with all the widest powers deriving from work safety regulations, to imple- ment legal, regulatory and corporate provisions on the safety of workers and workplaces, with the express right to delegate powers/attributions to its managers, collabo- rators and supervisors, as well as to third parties, and to appoint the safety and prevention manager. 6. Periodically carry out the overall assessment of all ri- sks to workers' health and safety, aimed at identifying the appropriate prevention and protection measures and drawing up the programme of measures to ensure the im- provement of health and safety levels over time, with the consequent drafting of the document provided for in Ar- ticle 28, Legislative Decree no.81/2008 and relevant fulfil- ments, and designate the “risk prevention and protection service manager”, possessing the professional skills and requirements set out in Article 32 of Legislative Decree 81/2008. 7. Exercise, with regard to the protection of health and safety in the workplace and the related authorisation sy - stem, all appropriate and necessary powers, including those of representation and/or signature and/or delega- tion (within the limits of the law) to persons deemed sui- table, endowed with particular and specific technical skills and personal abilities, to prepare, organise and coordinate the various corporate functions and perform, with ade- quate decision-making autonomy and sufficient spending powers, all related functions, tasks and obligations. 8. Manage personnel - through the dedicated company structure - performing all necessary activities with express authorisation to perform any act required by trade union, insurance, social security and mutual insurance regula- tions. 9. Sign correspondence, declarations, certifications, atte- stations and any deed pertaining to the management of employees vis-à-vis the national labour inspectorate and its territorial representations, social security, mutual insu- rance, and accident insurance institutions (including but not limited to INPS, Inail, etc.), bilateral bodies and com- plementary and interprofessional pension funds. 10. Representing the Company vis-à-vis the national la- bour inspectorate and its territorial representations, so- cial security, mutual insurance, and accident insurance institutions (including but not limited to: INPS, Inail, etc.), for all labour relations, filing requests and conducting ne- gotiations, providing data and documents, signing the documents and deeds required to fulfil the obligations provided for by law and/or by the applicable collective bargaining agreement. 11. Representing the Company vis-à-vis trade union or- ganisations and representatives, for all labour and trade union-related relations, initiating consultation and/or tra- de union information procedures, conducting negotia- tions, providing data and documents where requested, and signing the documents and deeds required to fulfil the obligations provided for by law and/or by the appli- cable collective bargaining agreement (such as supple- mentary company agreements and contracts). 12. T o enter into contracts for the performance of proper- ty management services, such as real estate and/or com- mercial and/or administrative and/or financial assets and liabilities, including the management of third-party assets. 13. Demand and release sums, values or anything else due to the company for cheques, money orders and warrants issued by the treasuries of public bodies in general. 14. T ake out loans, mortgages, finance leases and credit lines of up to EUR 5,000,000; grant loans to group com- panies of up to EUR 5,000,000.
Page 79
157 156 3 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.4 BOARD OF DIRECTORS REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.4 BOARD OF DIRECTORS 15. Issue and enforce sureties up to the limit of EUR 1,000,000. 16. Establish and extinguish pledges and collateral to the limit of EUR 1,000,000. 17 . Underwrite, purchase and dispose of corporate and consortium shareholdings up to the limit of EUR 750,000, informing the board of directors at the first subsequent meeting. 18. Sign deeds and contracts for the purchase of goods and services for ordinary operations, including the sale and purchase of personal property, registered chattels, plant and equipment, as well as signing insurance con- tracts within the limits of their budget. 19. Enter into insurance contracts relating to real estate owned by the Company. 20. Propose studies, research and consultancy to the Pre- sident. 21. Appoint “ad hoc" attorneys and assign powers of at- torney, permanent and/or for the performance of indivi- dual acts, to managers, employees and third parties wi- thin the limits of the powers assigned. 22. Purchase, sell and exchange real estate, rights in rem and enjoyment, business branches and business premi- ses, including commercial goodwill, administrative titles and related equipment, including the consequent fulfil- ments, and establishing contractual terms and conditions, subject to an expenditure limit of €3,000,000 per indivi- dual asset. 23. Enter into contracts for the supply of goods, tenders, sub-contracts and ancillary services within the expendi- ture limit of EUR 3,000,000 per individual contract and, in any case, within the overall forecasts of the budgets approved by the board of directors. 24. Engage the Company in dealings with public entities by concluding agreements and signing deeds and/or con- tracts and/or conventions aimed at obtaining the neces- sary authorisations for the implementation of the plan- ned building works, both for existing projects and new projects, as well as for the renovation and maintenance of the existing real estate assets. 25. Carry out operations, including those of extraordinary administration, with state and local administrations, social security and welfare bodies and public offices in general, including, by way of example, applying for or waiving li- cences, concessions and authorisations, filing complaints, and instituting litigation. 26. Sign deeds and contracts of lease, sub-lease and bu- siness leases, loan for use, assets and liabilities, with the power to terminate the same, up to the amount of the annual rent per single contract of EUR 1,000,000. 2 7. Carry out ordinary credit and debit transactions with ordinary and special credit institutions, including all pay - ments ordered for the management of the Company, on the Company's bank and postal accounts and on accoun- ts opened with companies and/or financial consortia, in- cluding the drawing of drafts and payment orders, within the limits of existing funds and credit lines granted and in compliance with approved Company procedures, to sign bills of exchange, drafts, bankers' drafts and postal che- ques, to sign receipts, to issue bank receipts and drafts to customers, to sign assignments of bills of exchange, drafts, bankers' drafts, bankers' drafts and postal cheques presented for discounting, collection or credit subject to collection. 28. Sign correspondence and written notices, including requests for extensions and/or enforcement of sureties already issued and relating to investments already made. 29. Ensure and coordinate the activities inherent to the ordinary business of the Company and the Group, inclu- ding general, legal, corporate and tax services, as well as the contractual and rental management of the Company's offices. 30. Manage IT processes and related matters, with the exception of operational activities related to the manage- ment of accounting/administrative processes. / / Chairman of the Board of Directors At its meeting of 18 April 2024, the Board of Directors appointed Antonio Rizzi as its Chair. Mr Rizzi meets the in- dependence requirements set forth in the applicable pro- visions of the Consolidated Law on Finance, the Consob Regulations, the Market Regulations and the Corporate Governance Code. The Chairman of the Board of Direc- tors is not responsible for the management of the Com- pany, which, as stated above, is the responsibility of the Chief Executive Officer and Managing Director. The Chairman of the Board of Directors is not granted ma- nagement powers. In addition to the powers provided for by law and the Articles of Association with regard to the operation of the corporate bodies and the legal represen- tation of the Company, he is assigned the functions listed below. 1. A liaison role between the Company's executive and non-executive directors and ensure the effective functio- ning of board proceedings; in particular, with the help of competent structures, ensure a) that the pre-meeting in- formation and complementary information provided du- ring the meetings are suitable to allow the directors to act in an informed manner in the performance of their role; b) that the activity of the board committees with inve- stigative, proposing and advisory functions is coordina- ted with the activity of the board of directors; c) that the Company's executives and those of the Group companies, responsible for the corporate functions competent accor- ding to the subject matter, attend the board meetings, also at the request of individual directors, to provide the appropriate in-depth analysis of the items on the agenda d) that all members of the Company's boards of directors and auditors may participate, after their appointment and during their term of office, in initiatives aimed at providing them with adequate knowledge of the business sectors in which the Company operates, of the Company's dynami- cs and their evolution, also with a view to the Company's sustainable success, as well as the principles of proper risk management and the regulatory and self-regulatory fra- mework of reference; e) the adequacy and transparency of the Board of Directors' self-assessment process, with the support of the Nomination and Compensation Com- mittee. 2. The role to propose to the Board of Directors the ap- pointment and dismissal of the Secretary of the Board of Directors, defining his professional requirements and powers. 3. Coordination and connection of the internal and exter- nal control functions of the Company and its subsidiaries, taking care of relations with the control bodies of the Group companies, the auditing company and those en- trusted with internal audit functions. The Chairman of the Board is not the Company's control- ling shareholder. / / Executive Committee (pursuant to Article 123- bis, para. 2 (d), TUF) The Company has not appointed an Executive Commit- tee. / / Reporting to the Board by the Chief Executive Officer and Managing Director In accordance with Article 23.2 of the Articles of Asso- ciation and Article 150 of TUF , the Board of Directors and the Board of Statutory Auditors must be informed at le- ast once a quarter, when the Board meetings are held, on general performance, the business outlook, and the tran- sactions most relevant in terms of size or characteristics carried out by the Company or its subsidiaries. The Chief Executive Officer and Managing Director reports at least quarterly at the meetings of the Board of Directors. Such reporting is provided on the occasion of the Board's ap- proval of the separate and consolidated financial state- ments for the year, the half-year, and the quarter. Each director may request the Chief Executive Officer and Ma- naging Director to provide the Board with information concerning the management of the Company. 3.4.7 / / Independent Directors and Lead Indepen- dent Director / / Independent Directors The current Board of Directors consists of four indepen- dent directors, specifically Chairman Antonio Rizzi and di- rectors Mirella Pellegrini, Simonetta Ciocchi, and Daniela Delfrate, who meet the independence requirements set forth in the applicable provisions of Legislative Decree 58/98 (“TUF”), the Consob Regulation, the Market Regu- lation, and the Corporate Governance Code. The number and qualifications of the independent direc- tors are suited to the Company's needs and the operation of the Board, and to the formation of Board committees. On 17 December 2020, the Company’s Board of Directors, in accordance with Article 7 of the Corporate Government Code adopted the criteria for assessing the significance of professional, economic and financial relationships, as well as additional compensation when evaluating independent status. More in detail, during this meeting, the Board of Directors established that “For the purposes of asses- sing the independence of each non-executive director pursuant to Article 2 of the Corporate Governance Code, the following are considered to be significant, with the
Page 80
159 158 3 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.5 HANDLING OF CORPORATE INFORMATION REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.5 HANDLING OF CORPORATE INFORMATION exception of specific circumstances to be evaluated on a case-by-case basis, with substance prevailing over form: a) Commercial, financial or professional relationships, exi- sting or entered into in the last three years, with IGD or its subsidiaries or its parent company, or with the respective executive directors or T op Management, for which annual compensation is higher than at least one of the following thresholds: (i) 5% of the director’s annual income; (ii) in the case the undertakings are with a company of which the director has control or is an executive director or a professional firm or company of which the director is a partner or an associate, 5% of the annual turnover ge- nerated directly by the director as part of the activities carried out with this company, professional firm or con- sultancy; (iii) The amount of the annual compensation for acting as a non-executive director of IGD; b) Remuneration in addition to the fixed compensation for acting as a board member and being part of a committee as per the Corporate Governance Code and the current law, received in the current year or in the last three years from IGD, one of its subsidiaries or its parent company, which exceeds at least one of the following thresholds: (i) 5% of the director’s annual income; (ii) The amount of the annual compensation for acting as a non-executive director of IGD. On 26 February 2026, the Company's Board of Directors assessed, based on the information available and the de- clarations made by the interested parties, the existence of the independence requirements envisaged by the Conso- lidated Law on Finance, the Consob Market Regulations, and the Corporate Governance Code adopted by Borsa Italiana for non-executive directors qualified as indepen- dent. The outcome of this evaluation was disclosed to the market. Similarly, on 6 February 2026, the Board of Statutory Au- ditors verified the correct application of the assessment criteria and procedures adopted by the Board of Direc- tors to verify the independence requirements of directors. The directors appointed have committed to maintaining their independence throughout their term in office or otherwise to resigning from the Board. The independent directors met on 19 February 2026 to discuss the topics of greatest interest with respect to the operation of the Board of Directors and the company’s performance. / / Lead Independent Director In light of the separation of the offices of the Board Chair and Chief Executive Officer and the fact that the office of the Chair is not held by a person who controls the Com- pany, the independent directors deemed it unnecessary to appoint a Lead Independent Director. / / Procedure for the management of relevant and price-sensitive information In accordance with the Code recommendations, particu- larly with regard to price-sensitive information pursuant to Article 114, para. 1 TUF , in December 2006, the Com- pany adopted an internal procedure for the secure, con- fidential management and disclosure of price-sensitive information and documents. Furthermore, in accordance with Article 115-bis TUF , the Company established a re- gistry of the persons who have access to price-sensitive information in June 2006. After the EU Regulation 596/2014 (“MAR”) took effect the Company adopted a Procedure for the Management, Handling and Public Disclosure of Confidential and Price Sensitive Information and the Registry of Insiders. On 3 August 2018, the Company updated the aforemen- tioned regulation (the "Regulation for internal manage- ment and handling of relevant information and inside information of IGD Siiq SpA" or "Regulation") to take into account the Guidelines on the Management of Insi- de Information adopted by Consob in October 2017 . The regulation was subsequently updated in 2023 and, most recently, in 2024. 3.5 / / Handling of Corporate Information All directors, statutory auditors, executives and employees of the Company and/or its subsidiaries, as well as others who act in the name of or on behalf of the Company and/ or its subsidiaries, who have access to the Company’s confidential or price sensitive information in the course of their duties, are bound by the Procedure. The assessment of the material and/or privileged nature of information is the responsibility of the Chief Executi- ve Officer and Managing Director who, to this end, may rely on the support of the relevant corporate structures, the Legal, Corporate & Compliance department and the Investor Relator. Should the Chief Executive Officer and Managing Director deem it advisable or necessary, this as- sessment may be referred to the Board of Directors. If the Chief Executive Officer and Managing Director, with the support of the competent corporate functions, consi- ders that a piece of information is of a material nature, he shall see to it that a new section is added to the Relevant Information List which lists the persons who have access to that information. Furthermore, the Chief Executive Of- ficer and Managing Director, with the support of the com- petent corporate functions, is required to monitor the de- velopment of relevant information to assess whether and when such information may acquire a privileged nature. The Company discloses price-sensitive information to the public as quickly as possible in a way which guarante- es quick, equal, simultaneous access to the information throughout the European Union, as well as a complete, accurate and timely analysis of the information, by issuing a press release. The Company may delay, under its own responsibility, pu- blic disclosure of the price-sensitive information as long as the conditions called for in MAR are satisfied. The deci- sion as to the activation of the delay is the responsibility of the Chief Executive Officer and Managing Director, who shall also ensure the utmost confidentiality in the handling of privileged information and the necessary and timely entries in the list of persons with access to privileged in- formation ("Insider List"), kept by the Company pursuant to the Regulation. The Insider List is divided into two distinct sections: one defined “occasional” which includes parties identified on a case-by-case basis who may have access to specific in- formation; one defined “permanent” which includes those parties who always have access to price sensitive infor- mation. The Company manages the information provided to its shareholders in accordance with the Law on Market Abu- se and CONSOB guidelines. / / Internal Dealing IThe Company - in implementation of the provisions con- tained in Article 19 of Regulation (EU) no. 596/2014 of the European Parliament and of the Council of the European Union of 16 April 2014 on market abuse (Market Abuse Regulation – “MAR”), integrated by Articles 7 et seq. of Delegated Regulation (EU) 2016/522 of the European Commission of 17 December 2015 and by Implementing Regulation (EU) 2016/523 of the European Commission of 10 March 2016, as well as the provisions of Legislative Decree 58/98 (hereinafter “TUF”) and the “Implementing Regulation of Legislative Decree 24 February 1998, no. 58” approved by Consob with resolution no. 11971 of 14 May 1999 and subsequent amendments and additions (herei- nafter the “Issuers Regulation”) - had already adopted in January 2007 a procedure aimed at regulating the infor- mation and conduct obligations inherent in transactions involving the Company's shares or other financial instru- ments connected to them carried out by relevant persons and by persons closely associated with them (“Internal Dealing Procedure”). The Internal Dealing Procedure was updated in content in 2016, in 2018, in 2023 and, most recently, in 2024. For more information, refer to the Internal Dealing Proce- dures available on the website at http:/ /www.gruppoigd. it/Governance/Internal-Dealing.
Page 81
161 160 3 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.6 INTERNAL BOARD COMMITTEES (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 2 (D), TUF) REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.6 INTERNAL BOARD COMMITTEES (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 2 (D), TUF) In full compliance with the Code recommendations, the Board of Directors has set up Board committees with ad- visory functions: (i) the Control and Risk Committee, (ii) the Nomination and Compensation Committee (a single committee performing the functions the Code assigns to the Nomination Committee and the Compensation Com- mittee), and (iii) the Related Party Transactions Commit- tee. As the Company is subject to the management and co- ordination of Coop Alleanza 3.0 soc. Coop., pursuant to Article 2497 of the Italian Civil Code, it is subject to Article 16 of the Consob Market Regulations, based on which the committees formed pursuant to the Code must comprise only independent directors as defined in these provisions. Therefore, all established committees are composed of in- dependent directors. The members of the above-mentioned committees were elected at the last renewal of the administrative body, fol- lowing their appointment by the Annual General Meeting held on 18 April 2024. For more information on the Nomination and Compen- sation Committee, the Control and Risk Committee and the Related Party Transactions Committee, please refer to sections 7 , 9 and 10 of this Report, respectively. The composition of the committees, their tasks, the man- ner in which they are convened, conducted and the mi- nutes of their meetings are governed by specific organi- sational regulations approved by the Board of Directors. Minutes of the meetings of each committee are taken by the secretary - who may coincide with the Secretary of the Board of Directors or be appointed for the pur- pose, even if not a member of the committee - and are the subject of reporting to the Board at meetings called to deliberate on matters previously submitted to the re- spective committees. The Committee chair reports on meetings at the first Bo- ard of Directors meeting convened, and in any case, at least every six months. Members of the Board of Statutory Auditors may attend the meetings of each Committee. Committees are entitled to access the information and company functions neces- sary to perform their tasks. No director may attend a meeting of the Nomination and Compensation Committee during which his/her compen- sation is being discussed. Notices of committee meetings, with an indication of the day, time and manner of atten- dance, as well as the items to be discussed, are sent to the members of the relevant committee upon indication by the Chair of the committee, assisted in practice by IGD's Corporate Secretary. As a rule, meetings are convened by e-mail with at least two days' notice. In cases of urgency, the time limit may be shorter, subject, however, to a minimum notice period laid down in the re- levant regulation. The notice of the meeting is sent by the IGD Corporate Secretariat not only to the members of the committee, but also to any other persons invited by the Chair of the committee to take part in the meeting. Any documents relating to the items on the agenda are made available via the appropriate company software platform and/or by e-mail usually at the same time as the relevant convocation. / / Additional committees Strategic Steering Committee On 18 April 2024, the Board set up a new 'Strategic Ste- ering Committee' with no executive functions. This com- mittee - to which the functions previously held by the 'Su- stainability Committee' have also been attributed - has an advisory role in formulating possible strategic guidelines for the Company's management, including for the prepa- ration of its business plan. The Committee is chaired by Chairman Antonio Rizzi, and is composed of Vice-Chairman Edy Gambetti, Chief Exe- cutive Officer and Managing Director Roberto Zoia, and Directors Antonello Cestelli and Antonio Cerulli. The tasks and procedures for convening, conducting and minuting the relevant meetings of the Committee are go- verned by special organisational regulations approved by the Board of Directors. During the Y ear, the Committee met 5 times: on 23 Ja- nuary 2025, 5 March 2025, 10 June 2025, 29 July 2025 and 17 October 2025. All the members attended each of 3.6 / / Internal Board Committees (pursuant to Article 123-bis, paragraph 2 (d), TUF) the meetings. Throughout the year, the meetings lasted an average of 1 hour and 43 minutes. Proper minutes were taken during each meeting. The Committee Chairman reports on relevant issues examined and discussed at Committee meetings to the first available Board of Directors meeting. The Chair of the Committee also reports on the orientations that have emerged, possibly also explaining the reasons for dissent expressed within the Committee. Specifically, the Committee is responsible for: (i) Expressing opinions and non-binding indications on the business plan proposals of the Company and its pa- rent group prepared by the Company's executive bodies and functions, also with a view to generating long-term value; (ii) Carrying out an in-depth analysis of the strategic ma- nagement of the Company, also with reference to market opportunities; (iii) Examining the Chief Executive Officer's proposals concerning the management, including financial manage- ment, of the Company; (iv) Conducting any appropriate investigation into the company's financial management, pointing out potential areas for improvement and redefinition of the debt re- duction strategy; (v) Monitoring financial procurement costs; (vi) Examining any opportunities for extraordinary tran- sactions proposed by the Company's executive bodies and functions, taking care of the relationship with any third parties involved; (vii) Monitoring the progress of the implementation of the business plan; (viii) Verifying budget trends and propose corrective measures; (ix) Identifying organisational needs and seeing to the collective evaluation of the candidates proposed by the CEO. In addition: (i) Formulating proposals for the benefit of the Board of Directors concerning Corporate Social Responsibility (CSR) strategies and related targets and their operational implementation; (ii) Coordinating the initiatives of the various operational directorates on CSR policies; (iii) Issuing directives on CSR policy reporting; (iv) T aking appropriate internal communication initiatives to promote CSR culture. The Committee is constantly informed about the deve- lopment and significant contents of any discussions with the controlling shareholder, within the scope of the lat- ter's exercise of management and coordination activities over the Company, in relation to matters falling within the Committee's competence. The latter is also entitled to make comments on the matter to be brought to the at- tention of the Board of Directors. T o support the work of the Strategic Steering Committee on Sustainability, the Company has established a "Sustai- nability Committee," consisting of members of staff from across the various company departments. The Committee is responsible for investigative, proactive, and advisory functions regarding sustainability, meaning the guidelines, processes, initiatives, and activities aimed at overseeing the Company's commitment to sustainable development along the value chain. The Sustainability Committee carries out its duties and functions in consultation with the Strategic Steering Committee through the Chief Executive Officer and Ma- naging Director. For further information, please refer to the “Sustainability Strategy” section of the 2025 Sustai- nability Report available on the Company's website at the following address https:/ /www.gruppoigd.it/sostenibilita/ bilancio-di-sostenibilita/.
Page 82
163 162 3 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.7 BOARD REVIEW AND SUCCESSION OF DIRECTORS - APPOINTMENTS AND REMUNERATION COMMITTEE REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.7 BOARD REVIEW AND SUCCESSION OF DIRECTORS - APPOINTMENTS AND REMUNERATION COMMITTEE 3.7.1 / / Board review and succession of Directors In accordance with the Corporate Governance Code, the Company's Board of Directors has initiated, also for 2025, a detailed and systematic board review process. The pur- pose of this review is to evaluate, thoroughly and syste- matically, the operations of board and its internal structu- res, its composition, and the adequacy of its members' professional skills. This review is consistent with best cor- porate governance practices applicable to listed compa- nies and the Company's strategic horizons. The process was designed and scaled to the specific cha- racteristics of the Issuer and was conceived to foster a substantial, lasting, constructive and thoughtful discus- sion among the members of the Board. This process is carried out with the specialized support of the consulting firm Egon Zehnder, which combines the advantage of being a third-party independent firm and the capacity to ensure access to rigorous methodologies and advanced tools that allow for a comprehensive and multidimensio- nal assessment. In this context, also considering the current situation of the Company, the Board deemed it appropriate to expand and enhance the process by supplementing the usual structured questionnaire with additional activities. The- refore, individual and confidential in-depth sessions with the external consultant have been added with a view to fully and freely gathering the input of each director and strengthening the quality, effectiveness, and depth of the overall analysis. Furthermore, the self-assessment process will be supplemented with a further step that will follow the collective and aggregate analysis of the outcomes of individual discussions: a dedicated collective thematic analysis session has been scheduled to discuss the findin- gs of the surveys and design responses, including organi- zational ones, to the concrete and specific needs, inclu- ding prospective ones, of the Issuer. The rich and innovative structure of the process, which aims to lay a solid foundation for strategic reflection on the future evolution of the board, combined with the need to harmonize the various phases with the board’s work schedule, has led to a natural extension of the timeframe compared to the original plans. As of the date of this Re- port, the process is already underway; the Board expects to complete it by May and reserves the right to report on it in the next Corporate Governance Report. For the sake of exhaustiveness, it should be noted that the Board of Directors expired on 18 April 2024, in view of its renewal at the Annual General Meeting held on the same date: (i) Had approved its Guidance on the optimal scale and members for the new board of directors, on 27 February 2024, as recommended in the Corporate Governance Code and considering the results of the self-assessment carried out the previous year. This decision was made fol- lowing consultation with the Nomination and Compen- sation Committee. The Guidance, published on the Com- pany's website well in advance of the publication of the notice of call of the Annual General Meeting, also inclu- ded a consideration on the characteristics of professional stance, experience and skills in the broadest sense of the Directors, also in consideration of the size and complexity of the Company, its business targets and strategy. In the notice convening the AGM that would re-elect the com- pany's boards, the shareholders were therefore urged to read the outgoing Board's opinion and, for voting lists with a number of candidates exceeding half the members to be elected, to provide suitable information on the list's consistency with that opinion; (ii) Invited the shareholders to indicate their candidate for the office of President; (iii) Adopted, in January 2021, the CEO Succession Plan - drawn up with the support of Egon Zehnder - all in ac- cordance with the provisions of Recommendation 19 (e) of the Code. With regard to the internal council committees, the Board finds the current structure and organisation to be ade- quate. It should be noted that the aforementioned Succession Plan lost its relevance following the change of governan- ce in April 2024. The Company is considering opening a path for its redefinition during the term of the 2025-2027 Business Plan. 3.7.2 / / Nomination and compensation committee In 2012, having confirmed the organisational needs men- 3.7 / / Board review and succession of Directors - Appointments and Remuneration Committee tioned in the Code, the Board of Directors decided to combine the Compensation Committee and the Nomi- nation Committee along with the functions assigned to each. The establishment of the “Nomination and Compensa- tion Committee” was decided for organisational purposes within the Board and because of the strong correlation between the competencies of the former Compensation Committee and those of the former Nomination Commit- tee pursuant to the Code. The Company verified that the members of the Compensation Committee possess the same requirements relative to independence, professio- nalism and experience as the members of the Nomination Committee. > COMPOSITION AND FUNCTIONING OF THE APPOINTMENTS AND REMUNERATION COMMITTEE (PURSUANT TO ART . 123-BIS, PARA. 2, LETTER D), TUF) Mirella Pellegrini Nomination and Compensation Committee Simonetta Ciocchi Daniela Delfrate Chairman (Independent) (Independent) (Independent) IGD's current Nomination and Compensation Committee is composed of the Directors Mirella Pellegrini, as Chair, Simonetta Ciocchi and Daniela Delfrate, all Independent Directors. In particular, the Nomination and Compensation Com- mittee currently in office was appointed by the Board of Directors on 18 April 2024, following the renewal of the corporate bodies by the Annual General Meeting on the same date. The Nomination and Compensation Committee consists of three non-executive independent directors appointed by the Board, which also appoints its Chair. At least one member of the Committee has sufficient expertise and experience in finance or compensation po- licies, as determined by the Board of Directors at the time of appointment2. The Committee meets as frequently as needed to perform its duties and must be convened sufficiently ahead of the Board of Directors meeting during which its proposals will be discussed and resolved upon; it is provided with back- ground documentation sufficient for making informed de- cisions. During the Y ear, the committee met 6 times: on 29 Ja- nuary 2025, 7 February 2025, 26 February 2025, 4 March 2025, 26 March 2025 and 22 October 2025. All the mem- bers attended all the meetings. The Chair of the Statutory Auditors attended 3 out of 6 meetings. Throughout the year, the meetings lasted an average of 1 hour and 17 minutes. Proper minutes were taken during each meeting. As a rule, at the invitation of the Committee Chair, the Committee meetings were attended by the Chairman of the Board of Directors and the Chief Executive Officer. The Chair of the Board of Statutory Auditors is statutorily invited to all meetings of the Nomination and Compensa- tion Committee. Standing Statutory Auditors may also at- tend, particularly when the committee deals with matters on which the board of directors decides using the manda- tory opinion of the board of statutory auditors. At least one member of the Board of Statutory Auditors usually attended the Committee meetings. It is the responsibility of the Chair of the Nomination and Compensation Committee, with the support of the com- (2). Recommendation No. 26 Corporate Governance Code
Page 83
165 164 3 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.7 BOARD REVIEW AND SUCCESSION OF DIRECTORS - APPOINTMENTS AND REMUNERATION COMMITTEE REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.7 BOARD REVIEW AND SUCCESSION OF DIRECTORS - APPOINTMENTS AND REMUNERATION COMMITTEE petent corporate bodies, after hearing the Chair of the Board of Directors and the Chief Executive Officer and Managing Director, to gather indications and submit to- pics to the committee, ensuring that the various propo- sals are accompanied by all the necessary information to express a fully informed opinion. The Secretary, appointed at every meeting, prepares the meeting minutes. As a rule, the minutes are submitted for the approval of the Nomination and Compensation Com- mittee through an exchange of emails between the Secre- tary and the Chair of the Committee. Directors may not attend a meeting of the Nomination and Compensation Committee where their compensation is being discussed for submission to the Board of Direc- tors. > Functions of the Appointments and Remuneration Committee The functions that the Code attributes to the Nomination and Compensation Committee have been assigned in ac- cordance with the Code recommendations for the com- position of such committees. On the subject of Appointments, the Nomination and Compensation Committee assists the Board of Directors in: a. The review process (self-evaluation) of the Board of Di- rectors and its committees; b. Definition of the optimal quality and quantity composi- tion of the Board of Directors and its committees; c. Identification of candidates for the office of director in the event of co-optation outside the cases of statutory slippage; d. Possible submission of a list by the outgoing Board of Directors to be implemented in a manner that ensures its transparent formation and presentation; e. Preparation, updating and implementation of the Chief Executive Officer succession plan, if any. On the subject of remuneration, the Nomination and Compensation Committee is responsible for: a. Assisting the Board of Directors in drawing up the re- muneration policy; b. Submitting proposals or expressing opinions on the remuneration of executive directors and other directors holding particular offices as well as on the setting of per- formance targets, to which the payment of variable com- ponents is linked, predeterminable, measurable and linked in significant part to a long-term horizon; c. Monitoring the concrete application of the remunera- tion policy and verifying, in particular, the actual achieve- ment of performance targets; d. Periodically evaluating the adequacy and overall consi- stency of the policy for the remuneration of directors and top management. The Nomination and Compensation Committee also expresses opinions on: > The formulation of criteria for the appointment of the Company's Executives with Strategic Responsibilities, whose appointment is reserved for the Board of Direc- tors; and > The formulation of opinions on the choice of the type of board of directors (monocratic or collective), the num- ber of its members and the names to be indicated to the relevant bodies responsible for the adoption of the reso- lutions for the positions of Director and Auditor, as well as of Chairman, Vice Chairman of the Board of Directors and Chief Executive Officer and/or Managing Director of the subsidiary and associated companies. The Board of Directors did not submit any voting lists for the re-election of the Board. During the year, the Nomination and Compensation Com- mittee, in the course of its duties: > Assisted the Board in the self-evaluation process of the Council itself and its committees according to a shared methodology; > Helped the Board of Directors devise the remuneration policy, in particular by submitting recommendations and expressing opinions on the remuneration of executive di- rectors and other key directors and on the setting of per- formance targets for the payment of short- and medium/ long-term bonuses; > Expressed opinions on the appointment of Executives including Key Management Personnel of the Company; > Assessed the adequacy and overall consistency of the policy for the remuneration of directors and top manage- ment. The Nomination and Compensation Committee, in the performance of its duties, ensures appropriate functio- nal and operational links with the competent corporate structures, having at its disposal adequate financial re- sources to perform its tasks and availing itself of consul- tants or other professionals, including external ones, un- der the terms established by the Board. This information can be found in the Report on remune- ration and compensation paid, published in accordance with Article 123-ter of TUF , and made available on the Company’s website http:/ /www.gruppoigd.it/Governan- ce/Remunerazione within the terms of the law and to whi- ch express reference is made. 3.8 / / Directors’ compensation The Internal Control and Risk Management System (“ICR- MS”) consists of a set of rules, policies, procedures, and organisational structures designed to ensure that the bu- siness is run soundly and correctly and in line with the targets agreed upon through the proper identification, assessment, management and control of the primary risks facing the company with a view to creating medium/long term value for shareholders. The ICRMS ensures the safe- guarding of the company’s assets, the efficiency and effi- cacy of the company’s operations, compliance with laws, regulations, Articles of Association and internal procedu- res, as well as the reliability of financial information. As the objective of the Internal Control System is, therefore, to guarantee the reliability, accuracy, dependability and timeliness of the financial information, the system is con- sidered an integral part of and not separate from the ge- neral Risk Management System adopted by the Company. The Board of Directors, consistently with the Company's strategic guidelines, has defined the key principles of the ICRMS including through the formation of specific com- mittees with advisory and consulting functions. This system is part of the Company’s organisational and corporate governance structure and reflects the reference models, as well as national and international best practi- ces, also in light of the changing rules. In particular, the design, implementation and monitoring activities of the ICRMS defined by IGD make methodo- logical reference to the CoSo (Committee of Sponsoring Organisations of the Treadway Commission) Framework; the Company constantly plans and carries out activities to develop and refine the system in its components, in a logic of continuous improvement. The CoSo Framework aims to: > Establish a definition of internal control that meets the needs of the different stakeholders; > Establish a reference model in relation to which compa- nies and other organisations can assess the reliability of internal control; > Provide a shared reference base (shared language) for Management, Directors, Control Bodies and Delegates, etc. Under the CoSo Framework, there should be a direct cor- relation between the Company's targets and the compo- nents of the Internal Control System: > Each component of the Internal Control System corre- lates with three main categories of targets, including i) operational efficiency (management control); ii) adequa- te information (administrative-accounting control); iii) compliance; > An efficient control system reduces the risk that one or more targets will not be achieved (achieved = the level deemed acceptable by the company/organisation); > This is guaranteed if i) the five components of the con- trol system and the standards are concrete, clear and completely functional, and ii) the five components work together. 3.9 / / Internal Control and Risk Management System - Control and Risks Committee
Page 84
167 166 3 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.8 DIRECTORS’ COMPENSATION REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.9 INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM - CONTROL AND RISKS COMMITTEE Based on the CoSo Framework, the following five com- ponents comprise the Internal Control System: (a) control environment; (b) risk assessment; (c) control activities; (d) information and communication; (e) monitoring. ICRMS planning activities are coordinated to keep with the assessment of the risk level compatible with the is- suer's strategic targets, including with a view to the me- dium/long-term sustainability of its operations. The components of the ICRMS are summarised below: a) Control environment The control environment refers to the organisational con- text in which the strategies and targets are defined, the ways in which business activities are structured and the ways in which risks are identified and managed. This in- cludes many elements, including the Company’s ethics, expertise, and personnel development, as well as the sty- le with which operations are managed and the methods used to grant special mandates, powers, and responsibili- ties. In line with the framework standards, the control en- vironment includes the following five sub-elements: i) Commitment to integrity and ethical conduct The Company has defined and shared its Code of Ethics with employees and staff members. This Code is an offi- cial document that contains all the standards underlying the Company’s activity. The top management and the supervisory and control bodies that make up the ICRMS monitor the alignment of behaviour to the requiremen- ts of the Code. The Company is committed to pursuing economic, environmental, and social sustainability for its stakeholders and has issued a Corporate Sustainability Report. Furthermore, to continuously improve and stren- gthen corporate governance, consolidate ethical business practices, protect integrity, and offset the risk of corrup- tion, in April 2020, the Company concluded the project designed to strengthen its anti-corruption controls fur- ther. This called for the design and implementation of the anti-corruption systems in accordance with the internatio- nal norm, ISO 37001 (in synergy with the other anti-cor- ruption compliance tools already adopted), obtaining the relevant certification. This path, begun in the fall of 2019, led to the adoption of an anti-corruption policy and the formation of a Supervisory Board, T op Management, and a Compliance Unit in charge of monitoring the preven- tion of corruption. Finally, in 2025, with a view to increa- singly aware, efficient and sustainable management, the Company adopted an Integrated QHSE (Quality, Health, Safety and Environment) Management System compliant with the ISO 9001, ISO 45001 and ISO 14001 standards, and obtained the ISO 30415 certification regarding Diver- sity, Equity and Inclusion. These initiatives help integrate quality, health and safety, environmental protection, and employee development into company processes, conso- lidating the governance model and its alignment with in- ternational standards. ii) Exercise of supervisory responsibilities The group of individuals who comprise the Company’s ICRMS guarantees that the supervisory activities will be carried out in compliance with the law and regulations. More in detail the different duties (which will be explained in greater detail below) are assigned to the Board of Di- rectors, the Director in Charge of the ICRMS, the Control and Risk Committee, the Board of Statutory Auditors, the Supervisory Board, the Financial Reporting Officer, and the Internal Audit Unit. iii) Definition of the Internal Control and Risk Manage- ment System’s structures, reporting lines and responsi- bilities ICRMS involves, to the extent of their expertise: 1) The Board of Directors, whose responsibility is to de- termine and pursue the strategic targets of the Company and the entire Group, as well as define the nature and level of risk deemed compatible with the Company’s targets, including all the risks deemed material to medium/ long- term sustainability; 2) The Director in charge of creating and managing an effective ICRMS; 3) The Control and Risk Committee, as the voice of the Board of Directors, formed in accordance with the Cor- porate Governance Code, which must support, after ha- ving received adequate information, the evaluations and decisions made by the Board of Directors relating to the ICRMS, as well as the decisions relating to the approval of the periodic financial reports; 4) The Head of Internal Audit, who is responsible for re- viewing the functioning and effectiveness of the ICRMS and adapting its audit plan to the results of the Enterprise Risk Management process; 5) The Financial Reporting Officer who, by law, is in char- ge of establishing adequate administrative and accoun- ting procedures for the preparation of financial documen- ts and reports; 6) The Board of Statutory Auditors, which oversees the effectiveness of the ICRMS; 7) The Supervisory Board, formed pursuant to Legislati- ve Decree 231/01, which supervises compliance with the Code of Ethics and verifies the efficacy and adequacy of Legislative Decree 231/01 Organisational, Management and Control Model; 8) The Governing Body, T op Management and the division responsible for compliance with anti-corruption measu- res. The list of the relevant parties also includes (i) Group Ma- nagement, which is responsible for first-level internal con- trols and risk management; (ii) the divisions involved in second-level controls with specific duties and responsibi- lities relative to the control of different areas/types of risk. The ICRMS, in line with regulations and best practices, can be broken down into the following levels: > First level: monitored by the single operating lines, con- sistent with the controls made by those who carry out certain activities and the relative supervisors; it also ensu- res that operations are being carried out correctly; > Second level: assigned to structures other than the operating lines, participates in the definition of methods to be used to measure, identify, assess and control risk (risk management); verifies compliance with laws and re- gulations (Compliance); > Third level: assigned to Internal Audit, which assesses the functioning of the entire internal control and risk ma- nagement system, as well as the detection of unusual per- formances, procedural and regulatory violations, and the division responsible for compliance with anti-corruption measures. All persons involved coordinate their activities to ensure the reliability and effectiveness of the ICRMS and to avoid overlaps. The results of the periodic supervisory/control operations are always shared with the internal control bo- dies, the Board Committees and the Board of Directors, including when they meet as a whole. The Board of Directors ensures that the assessments and decisions made relating to the Issuer’s risk exposure, the internal control system, the approval of the annual and half-year reports, as well as the relations between the Company and the external auditors are supported by an adequate exchange of information. The Board of Directors, as part of its strategic supervision, defines the guidelines for the control systems in line with the Company’s business risk previously determined by the Board (3). The Board, by law, must also periodically verify the ade- quacy of the control systems. Unforeseen events, howe- ver, may require further investigation to verify the efficacy of the controls in relation to particular situations ( 4). The Board, therefore, is also responsible for the adoption of an adequate system in light of the business’s characteristics. T oward this end, efficient workflow management is key to ensuring that any questions relating to internal control, in general, and risk management, in particular, are discussed with the Board after having been adequately briefed by the Control and Risk Committee. iv) Commitment to recruit, develop and retain qualified resources The Company promotes research and development acti- vities to enhance the talent and professional expertise of its resources. The human resources management sy - stems adopted to foster the enhancement of professio- nal know-how and incentivise the achievement of goals through specific bonus schemes and the development of employee training programs. v) Promotion of reliability The Company promotes and enhances, at all levels, the reliability - in the broadest sense of the term - of organi- sational conduct, procedural management, IT , and internal and external communications. (3). Comment to article 6 of the Corporate Governance Code. (4). Comment to article 6 of the Corporate Governance Code.
Page 85
169 168 3 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.9 INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM - CONTROL AND RISKS COMMITTEE REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.9 INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM - CONTROL AND RISKS COMMITTEE b) Risk assessment Risk assessment is viewed as an integral part of the sy - stem. In order to serve its control and risk management needs effectively, as well as its complexity, status as a listed company and business dynamics, IGD developed an integrated model for risk management which is in line with renowned international Enterprise Risk Management (ERM) standards. As per these standards, risk assessment is carried out in line with a) above and is based on four sub-elements: i) Definition of appropriate targets The Company verifies that the planning, implementation and monitoring of the ICRMS are in line with the Com- pany’s strategic, financial, operational and compliance targets. ii) Identification and assessment of risks The risk management system adopted is constantly moni- tored, updated and developed by management to ensure that it is adequate in light of changes in the organisational structure or business. Process risk management is assigned to Management, which is responsible for risk assessment and definition of risk management tools. T oward this end, Management is responsible for the monitoring of risk based on an asses- sment as to the adequacy of the risk management con- trols in place, pointing out areas in need of attention and for which action plans should be adopted, without preju- dice to the functions assigned to the Board of Directors and the Control and Risk Committee. The methods in progress at the date of the present Re- port for integrated risk management, used as part of the Group’s ERM system, periodically provide for: > Benchmark analyses of competitors/peers, with regard to both governance models and the ERM methods used, as well as of the risk management controls used relative to emergencies and unforeseeable exogenous events (e.g. Covid-19 pandemic, Russia-Ukraine conflict); > Analysis of the risks identified, the organisation of the risk management personnel and the risk control measures used, assessment of the risk identified by the manage- ment of Group companies; > The identification of risk factors relevant to the busi- ness context and their translation into appropriate risk indicators (KRIs – Key Risk Indicators), which allow the assessment of the probability and impact of the risks and of their potential effects on the company’s performance; > Assessment of the level of risk coverage based on the control mechanisms used; > The Group's risk management is based on the definition of the risk appetite framework, which establishes the ove- rall level of risk that the company is willing to accept ba- sed on its strategic objectives. Within this framework, risk tolerance represents the specific operational threshold for each risk, i.e., the limits within which the Group can accept deviations without compromising its strategic objectives. Prioritization of risks and areas of intervention is therefo- re guided by the assessment of risk tolerance, ensuring that mitigation actions are consistent with the overall le- vel of appetite defined by T op Management. Exposure to economic and financial risks is assessed using quantitati- ve methodologies, ensuring compliance with established operating limits. Periodic monitoring of the main risks and related controls, including in relation to reference mar- kets, allows for proactive management aligned with the Group's guidelines. These Enterprise Risk Management procedures are upda- ted based on the findings of specific risk assessments made by other control bodies (internal auditing, system used to control accounting-administrative procedures pursuant to Law 262/05). iii) Identification and assessment of fraud risk The Company pays particular attention to potential areas of exposure to the risk of fraud when planning, implemen- ting and monitoring the ICRMS. The ERM model identifies and assesses in the Risk Map an area of risk referred to as “Fraud committed by Company personnel or its stakehol- ders that could impact its assets and its reputation.” The controls defined relating, in particular, to administrative and accounting operations, financial and treasury mana- gement, and property and retail management also take into account aspects relating to fraud risk. The assessments of this sort of risk take into account not only the results of the controls made by system person- nel but also the recommendations and action plans that emerged as a result of internal audits and any observa- tions made by the external auditors shared with the Com- pany. With a view to continuously improving the system, the Company will continue to work on preventing fraud and the instruments used in this regard. iv) Identification and analysis of significant changes Within the framework of the defined ICRMS, activities are periodically planned and carried out to verify and update the risk analysis and assessment, taking into account the strategies pursued and the organisational and business model adopted. The Company periodically updates the tools used to identify and assess risk (ERM system, Le- gislative Decree 231/01 Model for Organization, Manage- ment and Control, accounting-administrative control sy - stem pursuant to Law 262/05) to ensure that they fit the Company’s organisational and business characteristics, as well as the corporate strategy. Following the entry into force of European Regulation no. 2016/679 (GDPR), the Company has launched a project to comply with the new requirements regarding the pro- tection of personal data. As part of this process, the "IT , Cyber & Data Protection Risk" risk area was identified through its ERM model and related Risk Map, within which the "Sanctions related to violations of personal data pro- tection legislation" risk factor was specifically classified. Controls call for (i) monitoring the relative regulations, (ii) updating company procedures, mandates and related company documentation, and (iii) training company per- sonnel. The Company has also integrated the risk factors associa- ted with “Liability pursuant to Legislative Decree 231/01” and “Liability pursuant to Law 262/05” into its ERM model and related Risk Map, classifying them under the “Busi- ness Ethics” risk and the “Stakeholder” risk, respectively. These risks are subject to periodic checks, aimed at ensu- ring that the relevant organizational models and control systems are consistently adequate and effective with re- spect to current legislation and the company's organiza- tional structure. c) Control activities Control activities are defined in accordance with regula- tions, policies, guidelines and procedures that ensure that the risk management strategies adopted are executed correctly. Consistent with the methodological reference standards, control activities are represented, in continuity with point b), through the description of three sub-ele- ments: i) Definition and development of control activities The control activities defined by IGD are based on the de- finition and deployment of a series of controls designed to mitigate risks of various types, including organisational, procedural, operational or relating to third-party intere- sts. The selection of the control activities is rooted in the risk identification and mapping carried out in accordance with the ERM model, the Decree 231/01 Model for Orga- nization, Management and Control, and the administrati- ve-accounting control system pursuant to Law 262/05. As part of these assessment activities, the Company asses- ses the adequacy of the existing controls with respect to the level of risk identified and determines the steps that need to be taken to strengthen controls in line with the control targets defined and shared with T op Management. Implementation is periodically monitored by the system personnel based on his/her duties and responsibilities, in- cluding specific monitoring of the main risks identified by interviewing management, gathering documentation, and data analysis. ii) Selection and development of general controls for te- chnology The organisational model adopted by the Company calls for the use of information systems in Software as a Servi- ce (SaaS) mode, which guarantees that a high degree of service will be available thanks to structural backup and disaster recovery measures. In 2023, a new system was also implemented for the HR Human Capital Management processes. During 2023 IGD internalized network management, gua- ranteeing better control, including in terms of cyber secu- rity, thanks to the application of specific, stringent safety measures on the wi-fi networks targeting the monitoring of any vulnerabilities and preventing any cyber-attacks. The Company has also appointed an IT Network & Secu- rity Specialist, who reports to the IT Manager, to provide ongoing operational oversight of IT security and gover- nance issues. In 2025, the Company consolidated its technological structure, in particular by intensifying its access manage- ment activities (Identity & Access Management). iii) Implementation of controls through policies and pro- cedures IGD, in line with the control targets defined, as well as the best market practices and methods adopted, defined a
Page 86
171 170 3 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.9 INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM - CONTROL AND RISKS COMMITTEE REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.9 INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM - CONTROL AND RISKS COMMITTEE series of policies and procedures that govern conduct, and organisational and management practices (internal regulations and procedures). They form an integral part of internal regulations and procedures, along with mar- ket procedures, administrative accounting controls, the Organization, Management and Control Model, and the procedures required by law. The adoption, in 2025, of an Integrated QHSE Management System compliant with UNI ISO 9001, UNI ISO 45001 and UNI ISO 14001 stan- dards, and of a human resources management system for diversity and inclusion compliant with the UNI ISO 30415, consolidates internal controls through advanced KPI mo- nitoring tools for reporting purposes. d) Information and communication Information is needed at all corporate levels to identify, assess and carry out the decisions made relative to the treatment of risk, as well as deploy the control activities defined to reach the targets defined. The correct functio- ning of the ICRMS is based on an active sharing of the du- ties between the company divisions involved. An efficient Internal Control System aims at achieving the following targets: > Eliminate the methodological/organisational overlaps between the different control functions; > Share the assessment methods used by the different control functions; > Improve the communication between the control fun- ctions and corporate bodies; > Reduce the risk of “partial” or “misaligned” information; > Capitalise on the information and assessments made by the different control functions. In line with the framework standards and pursuant to the observations made in c) above, the information and com- munication activities are defined based on the following three sub-elements: i) Use of relevant information In order to provide concrete support for the control acti- vities, the Company gathers and assesses relevant infor- mation. While the system is being monitored, information is gathered through interviews with management and ba- sed on self-assessment initiatives. The Company has also defined a set of Key Risk Indicators that are updated pe- riodically to understand elements that could prove useful in understanding potential risks. Similarly, reporting lines and ways to manage information flows are determined by the Legislative Decree 231/01 Supervisory Board, Internal Audit and the Financial Reporting Officer. As part of the ICRMS, the management, control bodies, and the Board of Directors are periodically provided with reports on the progress of the work being done and updates about any changes relative to the levels of the risks identified. ii) External communications The Company promotes transparent and thorough exter- nal communications policies. T oward this end the ICRMS, as well as the corporate events of potential interest to all stakeholders, are made public through the institutio- nal channels adopted by the Company, namely periodic financial reporting, the Report on Corporate Governance and Ownership Structure, the corporate website www. gruppoigd.it and all the disclosures made available to the public by the Investor Relations department. iii) Internal communications Internal communications must ensure that all appropria- te company staff members are aware of the control and governance rules and that management is updated con- stantly, including with regard to any new provisions rela- ting to the ICRMS and changes to internal rules. The in- ternal communications system includes training programs developed to provide management with an understanding of the procedures and controls defined by the Company. Information channels are in place through which T op Ma- nagement and the control bodies are provided with useful information to improve the system or report any lack of compliance with the controls. e) Periodic monitoring Information is needed at all corporate levels to identify, assess and carry out the decisions made relative to the treatment of risk, as well as deploy the control activi- ties defined to reach the targets defined. In line with the framework standards and pursuant to the observations made in d) above, the risk assessment activities include the following two sub-elements: i) Continuous and periodic evaluations In line with the procedures used to identify, assess, mana- ge and monitor the risks defined by the system adopted, each system player is called upon periodically to report on the functioning of the system and its ability to contain risk within the defined limits as per the guidelines defined by the relative control bodies. ii) Evaluation and communication of any deficiencies The periodic evaluation of the ICRMS makes it possible to identify areas in need of improvement to align the system with the relevant control bodies’ expectations and the le- vel of risk that the Company can tolerate. The players and the bodies that are part of the ICRMS are involved in the evaluation process and the communication of any defi- ciencies. / / Main features of the Internal Control and Risk Management System in relation to the financial reporting process Phases of the Internal Control and Risk Management Sy- stem in relation to the financial reporting process With regard to the internal controls implemented in rela- tion to the financial reporting process, in prior years IGD has undertaken to comply with Law 262/05 by updating the accounting and administrative control models and has also executed the controls necessary to support the Fi- nancial Reporting Officer in the preparation of documen- ts. The accounting and administrative control model repre- sents the set of internal procedures and tools adopted by the Company to enable the achievement of the targets of reliability, accuracy, trustworthiness and timeliness of financial reporting. The methods used by the Financial Reporting Officer in the development of the accounting and administrative control system are those described in specific guidelines drafted in this regard which are in line with the recom- mendations found in the CoSo Report, the model referred to in the guidelines issued by ANDAF for the Financial Reporting Officer. As part of the financial reporting process, to understand the principal risks to which IGD and the Group are expo- sed, the Financial Reporting Officer works with the par- ties involved in the Company’s and the Group’s Enterprise Risk Management system to identify and assess business risks. The phases of the administrative-accounting control mo- del are summarised below. Identification of risks associated with financial reporting During this phase, the scope of the analysis is determined relative to the group companies (including the foreign companies), the processes of the single companies, and the administrative accounting risks and controls to be in- vestigated further. The Financial Reporting Officer constantly evaluates the scope of the analysis and makes any necessary changes and additions. Risks are, therefore, identified for each in- dividual administrative-accounting process. Assessment of the risks associated with financial repor- ting This activity calls for the assessment of financial reporting risk for both entities and processes, as well as for single transactions. Existing controls and the ability to effecti- vely mitigate the risks inherent to administrative accoun- ting processes are checked. The approach used ensures that the risks relating to both non-intentional errors and fraud are taken into account and controls are put into place to ensure that these ri- sks are monitored, including as part of control protocols implemented in the context of other components of the overall internal control system. The approach used also takes into account the manual and IT systems control supporting the administrative-ac- counting procedures, namely the automatic IT controls for applications, general controls covering systems ac- cess, control of systems development and changes and, lastly, the adequacy of the IT structures. The control sy - stem, both on entity and general IT structural levels, is subject to analysis to understand how to deploy initiatives to strengthen it. The analysis of procedures, risks and controls established based on the Financial Reporting Officer’s work plan in- cludes the updating of the model used to control accoun- ting and administrative risk with constant risk assessment review pursuant to Law 262/05 and the introductions of new procedures as a result of the scoping reviews. The Financial Reporting Officer constantly monitors the ade- quacy of the controls identified and carries out, when ne- cessary, corrective measures.
Page 87
173 172 3 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 its strategic targets, as well as assessed as adequate and effective the ICRMS with respect to the size and characte- ristics of the Company and the risk profile assumed by it. 3.9.1 / / Chief Executive Officer At the meeting held on 18 April 2024, the Board of Direc- tors also entrusted the CEO and Chief Executive Officer with the task of setting up and maintaining the internal control and risk management system. With reference to the Financial Y ear, the Chief Executive Officer and Managing Director, as Director in Charge of the Internal Control and Risk Management System, decla- res: > That he carefully monitored the business and market evolution for the identification of any new risks, conside- ring the characteristics of the activities carried out by the Issuer and its subsidiaries, to submit them periodically to the examination of the Board, all through constant discus- sion with the Company's Key Management Personnel who meet collectively in the run-up to Board and Strategic Steering Committee meetings and whenever necessary; > That he has implemented the guidelines defined by the Board, taking care of the design, implementation and management of the ICRMS and constantly verifying its adequacy and effectiveness, adapting to operating condi- tions and legislative and regulatory landscape; > That he put the Internal Audit Department in charge of auditing specific operational areas and compliance with internal rules and procedures in carrying out corporate transactions, informing in real time the Chairman of the Board, the Chair of the Control and Risk Committee and the Chair of the Board of Statutory Auditors of such au- dits; > That he actively participated in risk analysis and the re- levant control measures adopted by working closely with the Company’s Key Management Personnel, supported by PwC, the firm engaged to support the implementation of the ERM Process; > That he participated in the meetings of the Control and Risk Committee - along with the Board of Statutory Au- ditors and the Financial Reporting Officer - during which updates on the ERM process, as well as the outcomes of Internal Audit’s verifications, were discussed; > That he ensured that the information to the Board of Di- rectors with regard to the ICRMS was complete and that the directors and auditors were given sufficient time for discussing and taking the appropriate actions; > That he executed the guidelines defined by the Board of Directors. 3.9.2 / / Control and Risks Committee The Control and Risk Committee was formed by the Bo- ard of Directors in accordance with Code rules (5). The current Control and Risk Committee consists of Simo- netta Ciocchi, acting as Chair, Mirella Pellegrini and Danie- la Delfrate appointed by the Board of Directors, following the renewal of the corporate bodies by the Annual Gene- ral Meeting of 18 April 2024. The Control and Risk Com- mittee is composed entirely of independent directors. T oward this end, upon appointment, the Board of Direc- tors examined the curricula of the independent director candidates, verifying that they met at least one of the requirements in terms of experience in accounting and finance, having worked at least three years as: (i) mana- gers in administration, finance and control departments of joint stock companies, or (ii) professional activities or as confirmed university professors in law, economics or finance, or (iii) managers of public bodies or public admi- nistrations active in the banking, financial and insurance sectors. REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.9 INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM - CONTROL AND RISKS COMMITTEE REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.9 INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM - CONTROL AND RISKS COMMITTEE Identification of appropriate risk controls Based on the work carried out to identify procedures, ri- sks and controls, the Company plans the improvements needed to introduce and/or change controls, both ge- neral and for single processes. The administrative-ac- counting procedures are then updated accordingly. IGD’s administrative accounting procedures are defined and deployed in accordance with the organisational structure and corporate processes in place, both in Italy and Ro- mania. A specific analysis was done of the control system and the accounting IT systems to assess the adequacy of the controls with respect to the standards included in the Company’s framework. The Company evaluates the need for and plans update to ensure that the administrative ac- counting procedures are in line with the Group’s organisa- tion and functioning. Evaluation of risk controls Ongoing monitoring of the administrative and accounting procedures is foreseen; to this end, specific testing activi- ties are planned and carried out to ensure that the busi- ness functions correctly perform the controls required by the administrative and accounting procedures and imple- ment the defined corrective actions. These audits include all Group companies. Roles and corporate bodies involved The ICRMS is based on a clear identification of the roles to which the different phases of the design, implemen- tation, monitoring and updating over time of the System itself are attributed. These include the Board of Directors, the Control and Risk Committee, the Board of Statutory Auditors, the Director in charge of creating and managing an effective ICRMS, the Supervisory Board, the Financial Reporting Officer, Internal Audit, the Anti-corruption divi- sion and Company Management. Based on the current ICRMS, the Financial Reporting Offi- cer must report to the Board Directors and actively parti- cipate in the coordination of the control activities. The Enterprise Risk Management system enables the in- tegrated monitoring and management of both financial and non-financial risks, some of which are related to su- stainability issues (climate change, ethics, good employ - ment and safety). Despite the fact that the Issuer is not a type of entity subject to the requirement of publishing non-financial statements pursuant to Legislative Decree No. 254 of 30 December 2016, nor, for the Financial Y ear, does it fall within the scope of Legislative Decree No. 125 of 6 September 2024, which provides for the obligation to publish sustainability reporting, IGD has voluntarily proce- eded to identify sustainability-related risks and opportu- nities. Up to FY2024, IGD monitored and managed sustai- nability risks through Enterprise Risk Management (ERM), which includes financial and non-financial risks, and the specific sustainability risks that the Company voluntarily identified. The contents of these systems have been pro- gressively included into the Enterprise Risk Management (ERM) model through a process that began in 2023 and was fully concluded in the course of 2025. This process is part of the Company's broader commitment to consoli- dating the integration of ESG issues into decision-making processes and business operations, thus strengthening the alignment between risk management and the organi- zation's strategic sustainability priorities. The process of integrating ESG risks into ERM is descri- bed in detail in the “Sustainability Strategy” chapter of the 2025 Sustainability Report. * * * The parties involved in the ICRMS shall exchange the in- formation flows required by the regulations in force, as well as any other useful information to ensure that the ad- ministrative body has complete knowledge of the relevant corporate facts and to provide the other parties involved with all the information necessary for the performance of their duties in this regard. In order to allow the Board to express its overall asses- sment of the ICRMS, the Chief Executive Officer and Ma- naging Director, as the person in charge of establishing and maintaining an effective ICRMS, the Control and Risk Committee, the Supervisory Board, the Financial Repor- ting Officer, and the Compliance Function for the preven- tion of corruption, periodically prepare a summary report on their work, including an assessment of the effective- ness of the internal control and risk management system within their respective areas of responsibility. With reference to the current financial year, it should be noted that the Board, in its meeting of 26 February 2026, acknowledged the work carried out by the parties invol- ved in the ICRMS and assessed as adequately identified the main risks with respect to the business model of the Company and its subsidiaries, considering them compa- tible with management of the business consistent with > COMPOSITION AND ROLE OF THE CONTROL AND RISK COMMITTEE (PURSUANT TO ART . 123-BIS, PAR. 2, LETT . (D), TUF) Simonetta Ciocchi Control and Risk Committee Mirella Pellegrini Daniela Delfrate Chairman (Independent) (Independent) (Independent) (5). Recommendation n. 33 of the Corporate Governance Code.
Page 88
175 174 3 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 Overall, the Control and Risk Committee possesses ade- quate knowledge of the sector in which the Company operates, sufficient to assess the relative risks, as well as adequate experience in accounting and finance or risk management. The Control and Risk Committee meets with the frequen- cy needed to perform its duties and is in any case con- vened when the Board of Directors meeting is called to examine the periodic financial reports; it can access the information and company divisions as needed to carry out its tasks. The Control and Risk Committee meetings are chaired by the Chair and a secretary appointed for each meeting who takes the minutes of the meeting which, typically, are subsequently submitted for approval to the Control and Risk Committee through an exchange of e-mails between the appointed secretary and the Chair of the Committee. At the invitation of the Chair of the Control and Risk Com- mittee, the Chief Executive Officer as the person in charge of the internal control and risk management system, the Chair of the Board of Directors as well as the Chairman of the Board of Statutory Auditors and/or another auditor designated by him, may attend the meetings of the Con- trol and Risk Committee. / / Functions of the Control and Risks Committee The Control and Risk Committee supports the Board of Directors in carrying out the duties assigned to the Board relating to internal control and risk management, more in detail: a) Definition of the guidelines for the Company’s internal control and risk management system consistent with the Company’s strategies, assessing, at least once a year, the adequacy of the system with respect to the characteristi- cs of the business and the risk profile assumed, as well as its effectiveness; b) The appointment and dismissal of the Head of Internal Audit and definition of his/her remuneration in line with company policies, ensuring that he/she has adequate resources to perform his/her office. In the event the In- ternal Audit function is outsourced, in full or in part, the Committee must make sure that the provider meets the requirements of professionalism, independence and orga- nisation and provides adequate motivation of its choice in the Report on Corporate Governance and Ownership Structure; c) Approval, at least once a year, of the work plan pre- pared by the Head of Internal Audit in consultation with the Board of Statutory Auditors and the Chief Executive Officer; d) Assessment on the opportunity of adopting measures to ensure the effectiveness and impartial judgement of other corporate functions with specific tasks in the area of internal control and risk management, verifying that they are provided with adequate professionalism and re- sources; e) Assignment to the Board of Statutory Auditors or to a specially constituted body of the supervisory functions pursuant to Article 6(1)(b) of Legislative Decree No. 231/2001. If the body does not coincide with the control body, the Board of Directors shall assess the appropria- teness of appointing at least one non-executive director and/or a member of the Board of Statutory Auditors and/ or the holder of legal or control functions of the Company to the body, to ensure coordination between the various persons involved in the internal control and risk manage- ment system; f) Evaluation, by prior consultation with the Board of Sta- tutory Auditors, of the findings in the independent audi- tors’ report, any letters of opinion and additional reports addressed to the Board of Statutory Auditors; g) Description, in the Corporate Governance Report, of the main characteristics of the internal control and risk management system and the methods used to organi- se the parties involved, indicating the reference models and domestic and international best practices adhered to, providing an overall assessment of the system’s adequacy, and accounting for the choice of the members of the Su- pervisory Board referred to above under letter e)6. In assisting the Board of Directors with the Internal Con- trol and Risk Management System, in addition to the abo- ve, the Control and Risk Committee carries out the fol- lowing: REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.9 INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM - CONTROL AND RISKS COMMITTEE REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.9 INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM - CONTROL AND RISKS COMMITTEE (6). Recommendation No. 33 Corporate Governance Code h) Assessing, in consultation with the Financial Reporting Officer, the statutory auditor and the Board of Statutory Auditors, the correct use of the accounting standards and, with reference to the IGD Group, their uniformity for the purposes of preparing the consolidated financial sta- tements; i) Assessing the suitability - at least verifying the cor- rectness of the formation process - of periodic financial and non-financial information to correctly represent the Issuer's business model, strategies, the impact of its acti- vities and the performance achieved; j) Examining the content of the periodic financial and non-financial information relating to the Internal Control and Risk Management System; k) Expressing opinions on specific aspects relating to the identification of the main corporate risks and supporting the Board of Directors' assessments and decisions rela- ting to the management of risks arising from prejudicial events of which the latter has become aware; l) Examining the periodic reports in which the internal control and risk management system is evaluated, along with any particularly relevant reports prepared by internal audit; m) Monitoring the independence, adequacy, efficacy and efficiency of Internal Audit; n) Entrusting the Internal Audit Department, where it sees the need, with the task of carrying out audits of speci- fic operational areas and, at the same time, informing the Chair of the Board of Statutory Auditors and the Chair of the Board of Directors; o) Reporting to the Board of Directors, at least every six months when the half-yearly and annual reports are ap- proved, on its activity and the adequacy of the Internal Control and Risk Management System; p) Assisting the Board of Directors with the appointment of the members of the Supervisory Board, supporting the Board in the evaluation of the need to appoint at least one non-executive director and/or member of the Board of Statutory Auditors and/or a head of the company’s le- gal or control functions to ensure the coordination of the different parties involved in the Internal Control and Risk Management System; The prerogatives of the Control and Risks Committee are open and other functions may be added. The Board of Directors ensures that the Control and Risk Committee has the support needed to carry out the tasks assigned. During the year, the Control and Risk Committee reviewed the adequacy of the Group's risk management policies with reference to the Enterprise Risk Management mo- del adopted by the Company and with the support of the Risk Management function. In particular, it assessed the consistency of the Risk Appetite framework, which is now measurable and aligned with the main indicators of the Business Plan thanks to the introduction of a quantitative approach to risk analysis and assessment. Key indicators such as Funds From Operations (FFO@ Risk), Loan T o Value (L TV@Risk) and Interest Coverage Ratio (ICR@Risk) were monitored and used to identify the main areas of risk and potential opportunities, to support management in strategic decisions and risk mitigation. The benchmarking activity conducted to compare the main risks managed by peer companies pointed out sub- stantial consistency with the Company's Risk Map, con- firming that the risks already considered are adequately covered. The analysis also showed a general focus on: > Strategic risks, particularly related to the evolution of the large-scale retail sector and the influence of such dy - namics on IGD’s activity. > Financial risks, primarily related to interest rate trends and inflation levels, with potential impacts on financial structure and profitability. > Operational risks, which encompass the entire real estate asset management cycle, including leasing proces- ses and related operational activities. > ESG and climate change, which concern the evolution of the Company's activities regarding environmental and social issues, in line with the targets set out in the Busi- ness Plan. The committee also gave a favourable opinion on the pro- posed renewal of the outsourced Risk Management Fun- ction for the years 2026-2027 . With regard to the Internal Audit Function, assigned for
Page 89
177 176 3 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.9 INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM - CONTROL AND RISKS COMMITTEE REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.9 INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM - CONTROL AND RISKS COMMITTEE the year to Grant Thornton Consultants S.r.l., the commit- tee received periodic feedback on the activities planned pursuant to the 2025 Audit Plan approved by the Board of Directors. In the course of 2025, as part of its preliminary activities, the committee requested and obtained from the Admi- nistration Department regular quarterly feedback on the progress of credit management activities. This process was subject to the specific audits as planned by Internal Audit. During financial year 2025, the committee met 6 times: on 17 February 2025, 5 May 2025, 21 July 2025, 4 August 2025, 22 October 2025 and 11 December 2025. All the members attended each of the meetings. The Board of Statutory Auditors attended 78% of the me- etings of the Control and Risk Committee. The meetings lasted an average of 1 hour and 11 minutes. Proper minutes were taken during each meeting. In carrying out its duties, the Control and Risk Committee ensures suitable functional and working connections with the competent corporate structures, as it has adequate financial resources to carry out its duties and may avail itself of external consultants within the terms established by the Board. 3.9.3 / / Head of Internal Audit Function Mario Galiano, of Grant Thornton Consultants Srl, is Head of Internal Audit in outsourcing for 2025 and is in charge of verifying that the internal control and risk management system adopted by the Company is functional, adequate and consistent with the guidelines defined by the Board. He was appointed by the Board on 18 December 2024, on the proposal of the Chief Executive Officer and Managing Director, as Director in Charge of the Internal Control and Risk Management System, by prior approval of the Con- trol and Risk Committee and in agreement with the Board of Statutory Auditors. During that meeting, the Board approved the work plan prepared by the Head of the Function for the year 2025. Grant Thornton Consultants S.r.l. is among the leading ad- visory firms, with renowned and consolidated experience and professional personnel who are organised and qua- lified in internal audit, risk management, assessment of internal control systems, and compliance. At the date of this report, there are no assignments, contractual relation- ships, or other elements that point to a conflict of interest between Grant Thornton Consultants S.r.l. and any of the companies belonging to Gruppo IGD. The Board defined the remuneration for Internal Audit as consistent with the company policies and market practi- ces, assuring access to the resources needed to carry out the relative duties. The Head of Internal Audit is not responsible for any ope- rations and reports to the Board of Directors. He has di- rect access to all the information needed to fulfil his role. More in detail, during the year the Head of Internal Audit: a) Verified, continuously, as well as when specific needs arise and in accordance with international standards, the functioning and adequacy of the Internal Control and Risk Management System, based on an audit plan prepared by the Head of Internal Audit and approved by the Board of Directors based on a structured analysis and prioritisation of the main risks; b) Prepared periodic reports containing adequate infor- mation regarding the activities, how risk management is carried out, as well as the status of the plans defined. The periodic reports contain an evaluation of the adequacy of the Internal Control and Risk Management System; c) Promptly prepared reports about important events; d) Sent the above reports to the Chair of the Board of Sta- tutory Auditors, the Control and Risk Committee and the Board of Directors, as well as the Chief Executive Officer; e) Supported the Financial Reporting Officer in charge of the ex-article 154 bis TUF in verifying the reliability of in- formation systems, including accounting systems. 3.9.4 / / The Organisational Model ex Leg. 231/2001 The internal control system is backed by the adoption of a specific organisational model, approved by the Board of Directors already in May 2006 (the “Organizational Mo- del”) and subsequently updated and revised in line with the changes in legislation. Specifically: > During 2018, we adopted the "whistleblower" reporting system pursuant to Law No. 179/2017 , which requires the creation of one or more information channels through which top managers and subordinates can report illegal behaviour, guaranteeing the confidentiality and anonymi- ty of the whistleblower. This reporting system was upda- ted and supplemented in 2023 following the extension of the scope of application of the whistleblowing rules pursuant to Legislative Decree No. 24/2023, which tran- sposed EU Directive 2019/1037 . The Whistleblowing Re- port Management Procedure adopted by the Company (“Whistleblowing Procedure”) was amended in line with the current legislation, with a view to (i) extending the objective scope of reportable violations in line with the provisions of Legislative Decree 24/2023; (ii) identifying the Compliance Function for the prevention of corruption as the recipient of the reports referred to in the afore- mentioned Legislative Decree 24/2023 and other reports; (iii) expanding the base of those who can submit a re- port; (iv) updating the phases of the internal reporting management process; (v) introducing, as an alternative to the online platform, the possibility of making reports through a direct meeting with the Supervisory Body or the Compliance Function for the prevention of corruption; (vi) referring to the disciplinary system referred to in the Organizational Model; (vii) integrating the protection me- asures provided for the benefit of the whistleblower and related persons; (viii) referring to the additional external reporting channels provided for by the legislation; > In 2020, the Organisational Model underwent extensive revision. More specifically, it was integrated with the An- ti-Bribery Management System already implemented by the Company when it received the UNI ISO 37001:2016 certification issued by RINA Services S.p.A., an indepen- dent certifier accredited by Accredia (a national accre- diting entity for certifications and inspections appointed by the government) and the Italian leader in compliance certification. > During 2024, the Organizational Model was updated to incorporate new types of predicate offenses pursuant to Legislative Decree 231/2001 and the additions and amendments to existing offenses, as well as updates re- sulting from compliance with whistleblowing legislation. The entire company population was adequately trained on the changes introduced by the updated Organisational Model adopted by the Company. > In 2025, a project was launched to update the Com- pany's Organization, Management and Control Model in light of the evolution of the organizational structure and internal regulations, as well as the reference legislation regarding Legislative Decree 231/01, case law and best practices regarding the administrative liability of entities. The Organizational Model seeks to ensure that the system complies with Decree 231/2001 based on which compa- nies may be held administratively liable for crimes com- mitted by top managers and subordinates while carrying out their duties. The key components of IGD's Organizational Model, deve- loped in line with the requirements of Legislative Decree 231/2001 and aimed at preventing the commission of the crimes defined in the aforementioned decree, are listed below: > The IGD organisation system; > The Code of Ethics; > The Anti-Corruption Policy; > The mapping of sensitive activities; > The Supervisory Board; > The disciplinary system; > The training and communication system; > The set of organisational, management and control pro- cedures adopted by the company, referred to by the mo- del and its components, and having a specific impact in the areas considered sensitive. The Supervisory Board may act independently and must ensure that the Model is constantly updated. The Supervisory Board also provides the Board of Direc- tors with information regarding the changes that need to be made to the Model to comply with norms and regula- tions and to reflect the business operations. The Supervisory Board has hired a consulting company which provides the support necessary for the manage- ment and analysis of the information generated pursuant to Article 6, paragraph 2, letter d) of Legislative Decree 231/2001, as well as for the execution of specific audits which will be deemed necessary on the basis the informa- tion gathered. The Supervisory Board currently in office, appointed by the Board of Directors on 7 May 2024, is composed of members from outside the Company, namely Mr Giusep- pe Carnesecchi as Chairman and Messrs. Alessandra De Martino and Paolo Maestri.
Page 90
179 178 3 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.9 INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM - CONTROL AND RISKS COMMITTEE REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.9 INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM - CONTROL AND RISKS COMMITTEE The Supervisory Board will remain in office until the ap- proval by the Ordinary Annual General Meeting of the fi- nancial statements as of 31 December 2026. The members of the Supervisory Board do not hold offi- ces in the Company, and they have the specific expertise that is necessary to fulfil the duties assigned effectively. The Supervisory Board adopts two reporting lines: an on- going one to the Chair of the Board of Directors and a hal- f-yearly one to the Board of Directors and the Statutory Auditors. The Supervisory Board determines the manner in which it relates to the Control and Risk Committee to coordinate their respective control activities without prejudice to the functional autonomy and different pur- poses of the two bodies. In light of this, the Company did not deem it necessary to appoint a non-executive director and/or a member of the Statutory Auditors and/or a head of the company’s legal or control functions to act as a member of the Supervisory Board as the current configu- ration and coordination of the different parties involved in the internal control and risk management system was deemed adequate. The Organisational Model is also available on the Com- pany's website: http:/ /www.gruppoigd.it/Governance/Modello-Organiz - zativo. The Organisational Model adopted by the Company in- corporates the principles of compliance and sustainability to adequately respond to regulatory obligations and sta- keholder expectations as follows: 1. Business ethics and corporate culture The company has developed a strong commitment to a corporate culture that promotes integrity, responsibili- ty and ethics in its daily operations. The Organisational Model, also through its key components referred to the- rein (i.e. Anti-Corruption Policy, Code of Ethics), includes clear provisions to prevent and counter corruption, both active and passive, in all its forms. The protection of whi- stleblowers is guaranteed through secure channels and internal procedures for reporting unlawful or improper conduct without risk of retaliation. 2. Management of relations with suppliers The company adopts transparent and responsible mana- gement practices towards suppliers. With a view to rein- forcing its commitment to collaboration based on social and environmental sustainability principles, IGD adopted a policy (i.e. Responsible Supply Chain Policy) centred on two guiding principles: respect for people and respect for the environment. Respect for people means focusing on issues such as the protection of human rights, workplace health and safety and ethical conduct, defending the di- gnity of all those involved. Respect for the environment means commitment to the promotion of environmentally friendly practices, with a focus on energy efficiency, cor- rect use of water resources, waste disposal and the sha- ring of data on environmental impact to ensure transpa- rency and encourage sustainable resource management. For detailed information on the activities carried out in implementation of the Responsible Supply Chain Policy, please refer to Chapter 3 “Ethical” of the 2025 Sustainabi- lity Report, available on the Company’s website at https:/ / www.gruppoigd.it/sostenibilita/bilancio-di-sostenibilita/. IGD is also a member of the Italian National Council of Shopping Centres, which, as part of its institutional du- ties, is committed to addressing the concerns raised by its members. T o this effect, it relies on the support of com- panies specialised in political intelligence lobbying and public affairs. 3.9.5 / / Auditing Company The activities related to financial audits are carried out by a company selected by the shareholders from among those listed in Consob’s specific role and are based on the motivated opinion of the Board of Statutory Auditors. As the body in charge of the strategic supervision over the Internal Control and Risk Management System, the Board of Directors evaluates, with the support of the Con- trol and Risk Committee and by prior consultation with the Board of Statutory Auditors, any findings pointed out by the independent auditors in their letter of opinion, if any, and in the additional report addressed to the Board of Statutory Auditors. On 14 April 2022, the shareholders, based on the motiva- ted opinion of the Board of Statutory Auditors, appointed Deloitte & T ouche S.p.A. as independent auditors for the period 2022-2030. For years, IGD has voluntarily decided to prepare its su- stainability reporting and have it subjected to a limited review by an auditing company. The appointment of the current auditor for the limited review of the Sustainability Report in 2022 was entrusted to Deloitte & T ouche S.p.A. in the context of the assignment to audit IGD's consolida- ted financial statements for the years 2022-2030. 3.9.6 / / Financial Reporting Officer On 22 October 2025, the Board of Directors, by prior agreement with the Board of Statutory Auditors and con- sidering that she satisfied professionalism requirements for the office, appointed Emanuela Caleffi, Head of Admi- nistration, as the Financial Reporting Officer, with effect on 1 November 2025 and until approval of the Company's financial statements for the year ending 31 December 2026, assigning to her the relevant duties, together with adequate powers and means. Consistent with the provisions of Article 23.5 of the Arti- cles of Association, which, in turn, is in compliance with the provisions of Article 154-bis of the Consolidated Fi- nance Act, the Board of Directors appointed the Financial Reporting Officer, after hearing the opinion of the Board of Statutory Auditors, selecting him from among persons with at least five years overall experience in: a) admini- stration or control activities and performed management tasks in companies or entities with assets of no less than ten million euro; or b) professional activities, including au- diting activities, closely related to the company's activi- ties and the functions that the Financial Reporting Officer is called upon to perform. The Financial Reporting Officer has access to adequate administrative and accounting procedures to draft the se- parate and, where provided for, the consolidated financial statements, as well as all other financial documents. The Board of Directors must ensure that the Financial Re- porting Officer has powers and means needed to carry out the duties assigned, as well as comply with the admi- nistrative and accounting procedures. The Financial Reporting Officer is required to attach to all Company releases and disclosures to the market, to all interim and annual financial reports, his written declara- tion attesting that the information contained reflects the underlying accounting records, ledgers and entries. The Financial Reporting Officer, along with the executive director (s), must provide a report on the separate and consolidated (if prepared) yearly financial statements and on the half-year report attesting that the administrative and accounting procedures used to prepare the separate and financial statements are adequate in light of the cha- racteristics of the Company’s business. The Financial Reporting Officer must also attest that the separate and consolidated financial statements: a) Are prepared in accordance with the applicable inter- national accounting standards recognised in the Europe- an Community pursuant to Regulation (EC) No. 1606 of 19 July 2002 of the European Parliament and of the Council; b) Correspond to the entries in the books and records; c) Are suitable for giving a true and fair view of the as- sets and liabilities, profit and loss, and financial position of the issuer and the group of companies included in the consolidation. Finally, the Financial Reporting Officer, together with the delegated body/bodies, certifies that the management report includes a reliable analysis of the performance and operating result, as well as the situation of the issuer and all the companies included in the scope of consolidation, together with a description of the main risks and uncer- tainties to which they are exposed. * * * During the year, the Board did not deem it necessary to adopt other measures to guarantee the effectiveness and impartiality of judgement of the other company divisions involved in the controls (Recommendation 33, d). The Bo- ard reserves the right to carry out other evaluations in this regard. 3.9.7 / / Coordination Between Internal Control and Risk Management System Personnel The Company is aware that the different control functions were conceived by the legislator as part of a complex sy- stem which is effective because of the many parties and different points of view that each control function provi- des. It is also clear that the effectiveness of the overall opera- tions of the different control functions can benefit from the coordination of the different operators while com- plying with the fundamental principle of independence and autonomy, above all, when the objective of the con- trols coincides.
Page 91
181 180 3 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 3 of the Regulation on Related Party Transactions. The Related Party Transactions Committee consists of three Independent Directors appointed by resolution of the Bo- ard of Directors. For the purposes of the correct implementation of the Related Parties procedure, any prospective managers with the direct or indirect power and responsibility for the planning, management and control of the Company's activities, including executive and non-executive direc- tors (defined as "Key Management Personnel") must is- sue a specific self-declaration stating whether they may be considered existing related parties, at the time of their appointment. Based on the Procedures for Related Party Transactions, when the Board of Directors is called to pass resolutions on related party transactions, any directors involved in that Transaction shall abstain from voting on that resolu- tion. They can however attend the meeting and take part in the discussions. The expression “Directors involved in the transaction” means those directors who have any di- rect or indirect (through a third party) interest in the tran- saction that may conflict with the Company’s interest (as defined in the CONSOB’s Regulations for Related Party Transactions). The current Related Party Transactions Committee was appointed by the Board of Directors following the renewal of the corporate bodies by the Annual General Meeting of 18 April 2024. The Related Party Transactions Committee meets as fre- quently as necessary to perform its duties and is conve- ned sufficiently ahead of the Board of Directors’ meeting called to discuss and resolve upon any proposals invol- ving the Committee. T o this effect, it will receive all the documents that may be suitable and sufficient to take informed decisions. The Related Party Transactions Com- mittee meetings are overseen by the Chair. For each me- eting, a secretary is appointed to take minutes, which are then, typically, submitted to the Committee for approval by e-mail between the appointed secretary and the Chair- man of the Committee. During the Y ear, the Related Party Transactions Commit- tee met twice, on 10 June 2025, 21 July 2025, 29 July 2025 and 22 October 2025, with all members present. The ave- rage duration of the meetings was about 41 minutes. The RPT Procedure is made public through publication on the Company's website at the following link: https:/ /www. gruppoigd.it/wp-content/uploads/2025/05/IGD-Discipli- na-delle-operazioni-con-Parti-Correlate_2024new.pdf to which reference is made for details. REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.10 DIRECTORS’ INTERESTS AND TRANSACTIONS WITH RELATED PARTIES TRANSACTION REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.10 DIRECTORS’ INTERESTS AND TRANSACTIONS WITH RELATED PARTIES TRANSACTION The Company encouraged meetings between the control bodies with a view to facilitating coordination of their re- spective activities, as reported below. The Chair of the Control and Risk Committee and the Chair of the Board of Statutory Auditors (also in his capacity as Internal Control and Audit Committee) meet at regular intervals as established by the latter and at least once a year, at the request of the Chair of the Board of Statutory Auditors, to compare the results of their respective con- trol activities and to evaluate the planning and possible coordination of their respective activities. The chairman of the Board of Statutory Auditors coordinates the work of the statutory auditors and has a pivotal role as referen- ce for all the other corporate bodies involved in control systems. In addition to the members of the respective bodies, the following may be invited to the meetings, which are held periodically or whenever a specific need is identified, even separately from each other: the Chief Executive Officer and General Manager (responsible for the internal con- trol and risk management system), the Head of Internal Audit, the Financial Reporting Officer, the Independent Auditors, the Chairman of the Supervisory Body and the Compliance Function. For 2025 and the current financial year, this meeting took place on 4 August 2025 and 24 February 2026 and was attended by the Chairman of the Control and Risk Com- mittee, the Board of Statutory Auditors, the Internal Au- dit Department, the Independent Auditors, the Director in charge of the internal control system, the Compliance Function, the Financial Reporting Officer and the Super- visory Body. During the Y ear, the Chairman of the Control and Risk Committee and the Chief Executive Officer and Managing Director - in charge of the ICRMS - met periodically with the Head of the Internal Audit Function: a) T o examine the yearly work plan in advance and sug- gest any changes that might be needed with regard to the control activities scheduled by the Committee; b) T o receive and discuss the results of the activities carri- ed out by the Head of Internal Audit, suggesting any other initiatives that might be called for. The Chairman of the Supervisory Board may coordinate with the Head of the Internal Audit Function to review the annual activity plans. Since 1 January 2011, the Company has been applying the Procedure for Related Party Transactions (the "RPT Pro- cedure") approved by the Board of Directors, by prior ap- proval of the Related Party Transactions Committee, on 11 November 2010, subsequently updated on 30 June 2021, in line with the latest amendments to the Regulation on Related Party Transactions, the Issuers' Regulation and the Markets Regulation (resolutions no. 21624 and 21623) published by Consob on 11 December 2020 as delegated by Legislative Decree No. 49 of 10 June 2019, which tran- sposed Directive II on European Shareholder Rights, and, more recently, on 18 December 2024. When the Procedure for Related Party Transactions was approved, the Company’s Board of Statutory Auditors as- sessed the compliance of this procedure with the stan- dards included in the Regulations for Related Party Tran- sactions. The purpose of the Procedure for Related Party Tran- sactions is to define the rules governing the approval and execution of the related party transactions conducted, whether directly or through its subsidiaries, by the Com- pany, to ensure the transparency and the substantive and procedural fairness of the transaction. The new notion of Related Party is defined by reference to the current international accounting standards adop- ted in accordance with Article 6 of the EC Regulation n. 1606/2002 of 19 July 2002. With regard to the perimeter of related parties, it should be noted that the Company may assess, on a case-by-ca- se basis, to extend the application of the RPT Procedure to individual transactions with parties other than related parties, considering, inter alia, the Company's ownership structure, the counterparty's potential ability to exert a significant influence in relation to the transaction, as well as the characteristics and relevance of the transaction for the Group. The Company established the Related Party Transactions Committee in application of the provisions of Article 2391- bis of the Italian Civil Code and Article 4, paragraphs 1 and 3.10 / / Directors’ interests and transactions with related party transactions > COMPOSITION AND FUNCTIONS OF THE RELATED PARTY TRANSACTIONS COMMITTEE Antonio Rizzi Related Party Transactions Committee Simonetta Ciocchi Daniela Delfrate Chairman (Independent) (Independent) (Independent)
Page 92
183 182 3 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.11 BOARD OF STATUTORY AUDITORS REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.11 BOARD OF STATUTORY AUDITORS 3.11.1 / / Appointment and replacement Pursuant to Article 26.2 of the Articles of Association, members of the Board of Statutory Auditors are elected based on preference lists that must be filed with the re- gistered office along with declarations in which each can- didate states that he/she is not in violation of the limits on the maximum number of positions that can be held in accordance with the applicable provisions, and detailed information about each candidate’s personal and profes- sional background, at least twenty-five days in advance of the shareholders' meeting called for this purpose. Lists may be submitted by shareholders who own, individually or jointly with others, a shareholding identified in accor- dance with Consob's provisions (equal, for the year 2026, to 2.5 % of IGD's share capital, as established by Consob Executive Determination No. 155 of 27 January 2026). Under Article 26.9 of the Articles of Association, any ap- pointment or replacement of standing and alternate au- ditors must ensure that the composition of the Board of Statutory Auditors remains compliant with the current laws on gender equality. Based on Article 26 of the Articles of Association, the members of the Board of Statutory Auditors are appoin- ted as follows: > From the list obtaining the highest number of votes, two standing auditors and two alternate auditors will be taken in the order in which they appear on the list; > The third standing auditor and the third alternate audi- tor are drawn from the list with the second highest num- ber of votes in the order in which they appear; > In the event the composition of the Board of Statutory Auditors fails to comply with the law on gender equality as a result of the votes cast, the candidates belonging to the most represented gender who – on account of their ranking in respective section of the list - would be elected last from the list that received the highest number of vo- tes will be replaced by the first non-elected candidates from the same section same list and belonging to the le- ast represented gender, in the number necessary to com- ply with such requirement. In the event that not enough candidates of the least represented gender appear on the list that receives the greatest number of votes, the sha- reholders will appoint the missing standing and alternate statutory auditors of the least represented gender with the majority of votes required by law, thus ensuring com- pliance with the requirement. In the event of a tie between lists, a new ballot is held between these lists on which all shareholders present at the meeting shall vote. The candidates on the list win- ning a simple majority of votes are elected in such a way, however, to ensure that the composition of the Board of Statutory Auditors complies with the current law relating to gender equality. The first candidate on the list with the second highest number of votes will be appointed Chair of the Board of Statutory Auditors. Candidates for statutory auditor must meet the require- ments set by law. For the purposes of defining the pro- fessional requirements of those who have gained a total experience of at least three years in the exercise of (a) professional activities or university teaching positions in legal, economic, financial and technical-scientific subjects closely related to the Company's business, or (b) manage- ment positions in public bodies or public administrations operating in sectors closely related to that of the Com- pany's business, the following is established: > All subjects per letter a) above that are associated with the real estate business or other sectors pertaining to real estate are considered to be closely related to the Com- pany's business; > Sectors pertaining to real estate are those in which the parent companies operate or those that may be control- led by or associated with companies operating in the real estate business. Anyone in any of the situations of incompatibility provi- ded for by the law, or anyone not satisfying the establi- shed requirements of integrity and qualification, in addi- tion to anyone holding standing auditor positions in more than five companies listed on a regulated Italian market may not be elected as statutory auditors and, if elected, will forfeit their office. Positions held at parent compa- nies, subsidiaries, or affiliates subject to the control of the same parent will not be included in the computation. With regard to the Chair of the Board of Statutory Au- ditors, pursuant to Article 148, paragraph 2 bis, TUF , the 3.11 / / Board of Statutory Auditors Chair was appointed by the Shareholders’ Meeting from the minority list of candidates, in accordance with Arti- cles 26.4 and 26.5 of the Articles of Association and the current norms and regulations based on which the first candidate on the minority list with the second highest number of votes will be appointed Chair of the Board of Statutory Auditors. 3.11.2 / / Composition and operation (pursuant to Article 123-bis, paragraph 2, letters d) and d-bis), TUF) The current Board of Statutory Auditors of IGD consists of the following members: (i) Iacopo Lisi as Chairman, Barbara Idranti and Massimo Scarafuggi as Standing Auditors and Laura Macrì, Pierluigi Brandolini and Juri Scardigli as Alternate Auditors. The current Board of Statutory Auditors was appointed by the Ordinary Annual General Meeting of 18 April 2024 and will remain in office until the date of the Annual Ge- neral Meeting to approve the financial statements as of 31 December 2026. Massimo Scarafuggi and Barbara Idranti, Standing Audi- tors, as well as Laura Macrì and Pierluigi Brandolini, Al- ternate Auditors, were drawn from list No. 1, submitted by the majority shareholder Coop Alleanza 3.0 soc.coop. (holder of a 40.92% stake in the share capital), which was voted by 78.49% of the shares represented at the Annual General Meeting. The Chairman of the Board of Statutory Auditors, Iacopo Lisi, and the Alternate Auditor, Juri Scardigli, were drawn from list no. 2 submitted by the shareholder Unicoop Tir- reno Soc. coop., now Unicoop Etruria soc. coop. (holder of a 9.97% stake in the share capital), which was voted by 21.50% of the shares represented at the Annual General Meeting. Below is information on the personal and professional characteristics of the individual members of the Board of Statutory Auditors. Iacopo Lisi Chair the Statutory Auditors Born in Livorno in 1962, he graduated in Economics at the University of Florence in 1991. He then qualified as a Char- tered Accountant and is enrolled in the Register of Audi- tors, as well as being an Expert of the Court of Florence. He has been managing partner of Studio Lisi e Associati in Florence since 1991. He has been and is a consultant for Italian and foreign companies in the following sectors industry (construction, hospitals, building materials, prefabricated goods, timber, textiles-fashion, footwear, household appliances, furnitu- re, motor vehicle accessories, gas, agricultural products), services (public and private transport, public services, air terminals, publishing), cooperation (in particular con- struction transport, large retail chains), financial activities (financial intermediaries, holding companies, Confidi), pu- blic bodies, private non-profit (associations, religious con- gregations), Italian business associations (Lega Pro - Lega Italiana Calcio Professionistico, Confcommercio T oscana, Confapi T oscana). He has developed particular experience and expertise in corporate and tax advice to corporate groups; extraordi- nary corporate transactions, in particular mergers, M&A, restructuring and reorganisation of groups and local au- thority subsidiaries. He has been and is Chairman and member of Boards of Statutory Auditors of supervised, listed, private, public and mixed public-private companies in the following sec- tors: financial intermediaries/supervised by the Bank of Italy, publishing, public transport, airports, tramways, real estate, holding companies, utilities, retirement homes. At IGD, he was appointed Chairman of the Board of Sta- tutory Auditors in April 2024. He also holds the offices listed in T able 4. Barbara Idranti Standing Auditor Born in Bologna in 1967 , she graduated in Economics from the University of Bologna in 1992. After an initial experien- ce as Senior Manager of the auditing department at the auditing firm Uniaudit, in 1996, she became a registered auditor (registered in the Register of Statutory Auditors) and a chartered accountant (registered in the Register of Chartered Accountants and Accounting Experts of Bolo- gna), founding her own firm in 1996. As a freelancer, she is a member of Boards of Statutory Auditors, a member of Boards of Directors and a receiver of important local entities. In the course of his auditing activities, she gained con- siderable experience in the preparation of interim and annual financial statements and consolidated financial statements, analysis of internal administrative procedures and consequent identification of areas for improvement aimed at the correct representation of economic events
Page 93
185 184 3 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.11 BOARD OF STATUTORY AUDITORS REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.11 BOARD OF STATUTORY AUDITORS in the financial statements, examination of consolidation procedures and identification of intercompany informa- tion flows, legal auditing, auditing and certification of fi- nancial statements. In the course of her professional acti- vity as a chartered accountant, she has also developed expertise in accounting, tax and corporate matters. At IGD, she was appointed Statutory Auditor in April 2024. She also holds the offices listed in T able 4. Massimo Scarafuggi Standing Auditor Born in Florence in 1966, he graduated in Economics from the University of Florence in 1991. After a brief experien- ce in audit at the audit firm “Reconta Ernst & Y oung,” he registered with the Role of Chartered Public Accountants and Accounting Experts in Florence and began working as a professional chartered accountant and, in 1997 , ope- ned his own studio. Registered with the Register of Audi- tors, he has held and still holds the position of auditor and supervisory board member in banks (Cassa di Risparmio di Lucca Pisa Livorno S.p.a., Banca Ifigest S.p.a., Banca Area Pratese S.c., Banca di Pescia S.c.), SGRs (Monte dei Paschi Venture SGR S.p.a, QuattroR SGR S.p.a.) and com- panies, whether listed (Aeroporto G. Marconi di Bologna S.p.a., Montefibre S.p.a.. gAOm360 S.p.a.), operating in the credit, financial and industrial sectors, belonging to corporate groups of national importance (Banco Popo- lare, Pirelli, Monte dei Paschi di Siena, Rekeep), partially state-owned, partially owned by investment funds (Monte dei Paschi Venture SGR S.p.a, 21 Investimenti SGR S.p.a., Star Capital SGR S.p.a.), gaining significant experience in corporate governance and control systems. He also acts as a court-appointed administrator for the District Court of Florence and has almost thirty years of experience in bankruptcy proceedings as a bankruptcy trustee, com- missioner and judicial liquidator in various company vo- lunteer arrangements (CV As). He has been a Standing Statutory Auditor of IGD since April 2021. He also holds the offices listed in T able 4. * * * The Board of Statutory Auditors also oversees the opera- tion of the independent auditors. The Board of Statutory Auditors also prepares the reaso- ned proposal for the appointment of the statutory audi- tors by the Shareholders' Meeting. Pursuant to Article 19 of Legislative Decree No. 39/2010, the Board of Statutory Auditors also acts as the Internal Control and Audit Committee. The Statutory Auditors may also individually carry out inspections and audits at any time, and may request in- formation from the Directors, also with regard to subsi- diaries, on the course of corporate operations or on cer- tain business affairs or directly address such requests to the boards of directors and auditors of the subsidiaries themselves. The statutory auditors may ask the Head of Internal Audit to carry out audits of specific operating di- visions or corporate transactions. The Board of Statutory Auditors reports on its supervi- sory activities and any findings to the Annual General Me- eting called to approve the full year financial statements in accordance with Article 2364, paragraph 2, of the Ita- lian Civil Code. The statutory auditors may also submit proposals to the Annual General Meeting relating to the full year financial statements and their approval, as well as to other matters that they are responsible for. The Board of Statutory Auditors (at least two statutory auditors), by prior notification to the Chairman of the Bo- ard of Directors, may call Meetings of the shareholders and of the Board of Directors and, if existing, the Execu- tive Committee. The Board of Statutory Auditors, the external auditors, the Control and Risk Committee, and all the other enti- ties involved in the supervision of the control systems will exchange information about the execution of their assign- ments in a timely manner. The Board of Statutory Auditors is invited to provide a proactive rather than reactive oversight. The Statutory Auditors should advise the Board of Directors as to the results of their controls so that the latter might implement any corrective measures needed. The Chair of the Board of Statutory Auditors will not only coordinate the work of the statutory auditors but will also act as the link with the other corporate entities involved in the supervision of the control systems. The members of the Board of Statutory Auditors in office during the year and any qualifications as independent as per current regulations are listed in T able 4, attached to this report. During the Y ear, the Board of Statutory Auditors met 11 ti- mes on the dates of 28 January 2025, 28 February 2025, 4 March 2025, 19 March 2025, 21 March 2025, 15 April 2025, 9 July 2025, 4 August 2025, 22 October 2025, 28 October 2025 and 16 December 2025, with an average attendance of 97%. Each meeting lasted an average of 48 minutes. An additional number of meetings was held specifically with the Company's top management and with represen- tatives of the external auditors and of the Control and Risk Committee. The composition of the Board of Statutory Auditors ensu- res the independence and professionalism of its function. The members of the Board of Statutory Auditors are re- gistered in the role of financial auditors and have been involved in the legal auditing of accounts for a period of at least three years, and have at least three years of expe- rience in any of the following: a) In administration or control activities or managerial po- sitions at joint stock companies with a share capital of not less than two million euros or b) In professional activities or as university professors in law, economics, finance or technical-scientific subjects closely related to the Company's business or c) Management functions in public bodies or public admi- nistrations operating in the credit, financial and insurance sectors or, in any event, in sectors closely related to IGD's field of activity. All the members of the Board of Statutory Auditors meet the independence requirements set forth in Article 148, paragraph 3 of Legislative Decree No. 48/1998, and in the Code (in particular as concerns the definition of "indepen- dent director" contained in the Code and Recommenda- tions No. 7 and No. 9), also in consideration of the criteria adopted by the Company's Board of Directors to assess the significance of the circumstances outlined in letters c) and d) of Recommendation No. 7 of the Code. / / Diversity criteria and policies IGD's Board of Statutory Auditors is made up of highly qualified members with complementary backgrounds and experiences, ensuring effective supervision of the com- pany's activities. Diversity, both in terms of professional skills and gender, is a key feature of IGD's Board of Statu- tory Auditors. In addition, the composition of the Board of Statutory Auditors complies with the current regulations on gen- der balance set forth in Law 160/2019 (the "Budget Law"), which amended Articles 147-ter, paragraph 1-ter, and 148, paragraph 1-bis, of the TUF , introduced by Law 120/2011. Based on the Budget Law at least two fifths of the stan- ding auditors must be of the least represented gender and for boards comprised of three members in the event application of the criteria results in a fractional number, the number may be rounded to the lower amount. This provision is applicable for six consecutive mandates as of the first re-election of the control body subsequent to the date on which the Budget Law took effect. On 5 November 2020, the Company’s Board of Directors amended the Articles of Association to comply with pro- visions relating to gender equality referred to in the Bu- dget Law. In light of the above, to date the Company has not dee- med it necessary to adopt a formal Diversity Policy as the current composition of the control body complies with the criteria for diversity. / / Independence All the members of the Board of Statutory Auditors meet the qualifications for independent directors envisaged in Recommendation 7 of the Corporate Governance Code. In compliance with Recommendation No. 7 of the Corporate Governance Code, , on 17 December 2020 the Company's Board of Directors adopted the criteria for assessing the materiality of professional, economic and financial rela- tions, and supplementary remuneration, to confirm the persistence of the directors independence requirement - as applicable also to confirm the persistence of the requi- rement of independence of statutory auditors. According to such criteria and exception made for any specific cir- cumstances that require a case-by-case assessment, the following are considered material relations based on the principle of substance over form: a) Commercial, financial or professional relations, existing or existing in the previous three financial years, with IGD, its subsidiaries or the parent company, or with the re- spective executive directors or top management, whose total annual remuneration exceeds at least one of the fol- lowing parameters:
Page 94
187 186 3 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.11 BOARD OF STATUTORY AUDITORS REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.12 RELATIONS WITH SHAREHOLDERS (i) 5% of the director’s annual income; (ii) In the event of relations with a company in which the director has a controlling stake or in which the director is an executive director or with a professional firm or con- sultancy firm of which the director is a partner or an as- sociate, 5% of the annual turnover generated directly by the director as part of the activities carried out with this company, professional firm or consultancy; (iii) The amount of the annual compensation for acting as a non-executive director of IGD. b) Remuneration in addition to the fixed compensation for acting as a board member and being part of a committee as per the Corporate Governance Code and the current law, received in the current year or in the last three years from IGD, one of its subsidiaries or its parent company, which exceeds at least one of the following thresholds: (i) 5% of the director’s annual income; (ii) The amount of the annual compensation for acting as a non-executive director of IGD. The independence of the members of the Board of Sta- tutory Auditors is evaluated by the Board of Directors or the Control Body in accordance with Recommendation 6 (namely right after the appointment, during the term in office, if needed and, at any rate, at least once a year. In particular, the Board of Statutory Auditors carries out the self-assessment process also in line with the rules of conduct - issued by the National Council of Certified Pu- blic Accountants and Accounting Experts - of the Board of Statutory Auditors of listed companies, which is the subject of a specific Report on the agenda of the mee- ting of 6 February 2026. The Board of Statutory Auditors confirmed compliance with the criteria set forth by the Code and the Consolidated Law on Finance concerning the independence of its members during the meeting of 6 February 2026 and, subsequently, communicated the outcome of this verification to the Board of Directors. When carrying out this evaluation, the information provi- ded by each member of the Board of Statutory Auditors was taken into account while also evaluating all the circu- mstances that could compromise independence pursuant to TUF and the Code, also in light of the criteria adopted by the Company’s Board of Directors to assess the signifi- cance of the circumstances referred to in letters c) and d) of Code Recommendation n. 7 . / / Remuneration The compensation for the office of statutory auditor is proportionate to the commitment required, the importan- ce of the role, the scale and the industry of the Company, and was determined by the Annual General Meeting of 18 April 2024 on the occasion of the renewal of the statutory auditors’ board. / / Management of interests The Statutory Auditor who, on his own behalf or on behalf of third parties, has an interest in a specific Company tran- saction shall inform the other Statutory Auditors and the Chair of the Board of Directors of the nature, terms, origin and extent of the interest in a timely and thorough man- ner. 3.11.3 / / Role The Board of Statutory Auditors monitors compliance with the law and the articles of association, compliance with the principles of proper administration and, in parti- cular, the adequacy of the organisational, administrative and accounting structure adopted by the Company and the reliability of the latter in correctly representing ope- rating events, as well as the adequacy of the instructions issued by the Company to its subsidiaries pursuant to Ar- ticle 114(2) of the Consolidated Law on Finance (public disclosures). Furthermore, the Board of Statutory Audi- tors is responsible for supervising how the corporate go- vernance rules laid down in codes of conduct to which the company adheres are actually implemented, as well as those concerning resolutions on compensation and other benefits. Pursuant to Legislative Decree No. 39/2010, as amended, the Board of Statutory Auditors formulates a reasoned proposal for the appointment of the statutory auditors by the Annual General Meeting. The Board of Statutory Auditors also performs the fun- ction of the Internal Control and Audit Committee and, in accordance with these regulations, is entrusted with the following tasks: a) T o inform the Board of Directors of the outcome of the statutory audit and, where applicable, of the outcome of the attestation of sustainability reporting and to transmit to this Body the additional report referred to in Article 11 of the EU Regulation No. 537 /2014 of the European Parlia- ment and of the Council of 16 April 2014 (the "European Regulation"), accompanied by any comments; b) T o monitor the process of financial reporting and, whe- re applicable, of individual or consolidated sustainability reporting, including the use of the electronic format re- ferred to in Articles 3, paragraph 11, and 4, paragraph 10 of the legislative decree adopted in the implementation of Article 13 of Law 21 February 2024, no. 15, and the pro- cedures implemented by the company for the purpose of complying with the reporting standards adopted by the European Commission pursuant to Article 29-ter of Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013, as well as submit recommen- dations or proposals aimed at ensuring their integrity; c) T o monitor the effectiveness of the company's inter- nal quality control and risk management systems and, if applicable, internal audit with respect to the company's financial reporting and, where applicable, individual or consolidated sustainability reporting, including the use of the electronic format referred to in Articles 3(11) and 4(10) of the legislative decree adopted in implementation of Article 13 of Law No. 15 of 21 February 2024, without violating its independence; d) T o monitor the statutory audit of the annual financial statements and consolidated financial statements and, where present, the attestation of the compliance of indi- vidual or consolidated sustainability reporting, also consi- dering the results and conclusions of quality audits carri- ed out by Consob, where available. e) T o verify and monitor the independence of statutory auditors, sustainability auditors or audit firms under ap- plicable law, in particular with regard to the appropriate- ness of the provision of non-audit services to the audited entity. f) T o be responsible for the procedure for selecting sta- tutory auditors or audit firms and to recommend that the statutory auditors or audit firms be appointed in accor- dance with applicable law. The main activities of the year are referred to in the Report of the Board of Statutory Auditors to the Annual General Meeting prepared pursuant to Article 153 of Legislative Decree 58/1998 and Article 2429 of the Italian Civil Code. / / Access to information The Company's website contains a Shareholder Relations section (http:/ /www.gruppoigd.it/Investor-Relations ) where you can find up-to-date information on the Com- pany's shares (share price performance, dividend, share structure, etc.), financial statements and reports, press releases, presentations by top management to the finan- cial community, the financial calendar and the calendar of events. Further information of interest to shareholders and relevant stakeholders can be found in the Governance section of the Company's website (http:/ /www.gruppoi- gd.it/Governance), where details on the Annual General Meeting and the Company's governance system can be easily found. All relevant information is published and updated in re- al-time in two languages (Italian and English) on the Company's website, which also uses other means to make access to information timely and easy. Press releases, pre- sentations, and financial reports are distributed immedia- tely after they are released to the market via a mailing list information system that can be joined by connecting to the website http:/ /www.gruppoigd.it/. Road shows, mee- tings and conference calls (scheduled just after the annual and periodic financial results are published or when the business plan is presented) are organised, in collabora- tion with the brokers following the Company’s stock. This provides good opportunities for institutional investors to meet the top management. The presentations made to the financial community are published on the Company’s website. In order to promote an ongoing dialogue with sharehol- ders in general and, in particular, with institutional inve- stors as well as other relevant stakeholders, the new Bo- ard of Directors confirmed the appointment of Claudia Contarini as Head of Investor Relations. In addition, a spe- cial corporate structure (Investor Relations team) was set up. IR reports directly to the CFO, who in turn reports to the Chief Executive Officer and Managing Director. T o ensure an orderly and functional conduct of the sha- reholders' meetings, the Annual General Meeting of 26 3.12 / / Relations with Shareholders
Page 95
189 188 3 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.12 RELATIONS WITH SHAREHOLDERS REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.13 SHAREHOLDERS’ MEETINGS March 2003 approved the Regulations for Shareholders Meetings, last updated on 16 April 2025, available on the Company's website at the following address http:/ /www. gruppoigd.it/Governance/ Assemblea-degli-Azionisti. / / Dialogue with shareholders and other relevant stakeholders On 14 December 2021, the Board of Directors of IGD ap- proved the Policy for the management of dialogue with shareholders and other stakeholders. This was formulated on the proposal of the Chairman of the Board of Direc- tors, in agreement with the Chief Executive Officer, consi- dering the engagement policies adopted by institutional investors and asset managers and in line with the recom- mendations of the Corporate Governance Code of the company. The Dialogue Policy was updated on 2 October 2025, to align it with redefined internal responsibilities in managing stakeholder relations – following the chan- ges that occurred in the organizational structure – and to keep it consistent with best market practices. The Chairman – duly informed by the Chief Executive Of- ficer and Managing Director, as the person primarily re- sponsible for managing Dialogue with the Shareholders and other Stakeholders, also with the support of the In- vestor Relations Department – ensures that the Board of Directors is periodically and promptly informed of signi- ficant events regarding the conduct and development of the Dialogue. T o this end, the Chief Executive Officer and Managing Di- rector, with the support of the Investor Relations Depart- ment, prepares the quarterly IR Board Report submitted to the Board of Directors, which reports on the Investor Relations activities carried out during the relevant quar- ter, the Company's participation in institutional events as well as the research published by analysts and their recommendations, in addition to information on the per- formance of the share and a comparison with the main indices and comparable companies. The Company communicates and interacts with all Sha- reholders and other Stakeholders on an ongoing basis through various tools: investor relations activities, press releases, shareholder meetings, roadshows, investor days, conference calls, investor meetings, presentations of fi- nancial data and strategies, mailing lists, digital commu- nication via the website and social media channels ma- naged in coordination with the relevant departments in relation to the content of the published information. A Stakeholder wishing to initiate a direct dialogue on is- sues falling within the remit of the Board of Directors and/ or its Committees, on account of the information publi- shed on the Company's Website, should submit a request to the Investor Relator Function, using the contact details indicated in the "Investor Relations" section of IGD’s Web- site (https:/ /www.gruppoigd.it/investor-relations/). The Chief Executive Officer and Managing Director, in agree- ment with the Chairman and through the IR Manager, shall ensure that adequate responses are provided to the rele- vant and appropriate requests made by the Stakeholders, in compliance with the general principles defined by the Policy, the company provisions regarding market abuse, and the legislation currently in force for listed companies. The Policy is published on the Company's website, www. gruppoigd.it, in the 'Investor Relations '(https:/ /www. gruppoigd.it/investor-relations/) section and in the “Governance” (https:/ /www.gruppoigd.it/governance/) section. The Company manages the information provided to its shareholders in accordance with the Law on Market Abuse and the guidelines of the relevant Authorities. The involvement of shareholders and other stakeholders through the aforementioned channels is aimed at ensu- ring responsible, sustainable and transparent corporate governance. Their views and interests are integrated into the business strategy and operating model, with an incre- asing focus on ESG issues. For IGD, the constant commitment to listening to stakehol- ders and interpreting their needs translates into a careful assessment of the issues that are relevant and impactful for them. The company has identified people, companies and other organisations that qualify as stakeholders be- cause they add value, are influenced by its activities or are otherwise impacted by them. The evidence emerging from their involvement is evaluated and, where applicable, integrated into both the strategies and operations of the company. T estifying to the importance attributed to a structured relationship with the stakeholders that, in various ways, interact with the company, stakeholder engagement - i.e. the involvement of stakeholders - is an integral part of IGD's strategy. Please refer for details to Chapter 5 "T ogether" of the 2025 Sustainability Report available on the Company's website at https:/ /www.gruppoigd.it/sostenibilita/bilan- cio-di-sostenibilita/. The proceedings of the Shareholders’ Meetings are regu- lated by the Articles of Association in accordance with the applicable legal provisions. In compliance with the law and the Articles of Associa- tion, the Shareholders’ Meetings are convened by notice published on the Company’s website and in at least one national daily newspaper. Under Article 125-bis TUF the notice of call must be pu- blished at least 30 days prior to the day in which the Sha- reholders’ Meeting is to be held. A different timeframe is applied when the Shareholders’ Meetings are called to (i) appoint members of the corporate bodies (i.e., 40 days prior to the day on which the Shareholders’ Meeting is to be held); (ii) resolve takeover bids (i.e. 15 days prior to the day in which the Shareholders’ Meeting is to be held); and (iii) resolve on reducing share capital, appoint and remove a liquidator (i.e. 21 days prior to the day in which the Sha- reholders’ Meeting is to be held). Pursuant to Article 12.2 of the Articles of Association, to attend and vote at the Shareholders’ Meetings, sharehol- ders must provide the Company with the certification is- sued by a licensed intermediary indicating the sharehol- dings recorded as of the seventh trading day prior to the date set for the Shareholders’ Meeting in first call (the record date). Pursuant to Article 83-sexies (2) of the Con- solidated Law on Finance, debit or credit entries made to the accounts after this deadline are irrelevant for the purpose of entitlement to exercise voting rights. Pursuant to Article 13 of the Articles of Association, those entitled to vote at the Annual General Meeting may be represented in accordance with the law by means of a written proxy, which may also be conferred by means of an electronically signed document. The proxy may also be made by submitting a request with an electronic signatu- re, accessing a specific section on the Company’s websi- te, or submitting a certified e-mail in accordance with the procedures indicated in the notice of call. For each Shareholders’ Meeting, the Company may also designate, as indicated in the notice of call, a proxyhol- der to whom the entitled shareholders may grant a proxy with voting instructions on all or part of the items on the agenda in accordance with the law. The Annual Gene- ral Meeting convened in extraordinary session on 16 April 2025 approved an amendment to Article 13 of the Articles of Association to enable the Board of Directors to provi- de, from time to time and specifying it at the time of the calling of meeting, whether the Meeting be held with the participation of those entitled to attend and vote exclu- sively by granting of proxies under Article 135-undecies of the TUF (and proxies or sub-proxies pursuant to Ar- ticle 135-novies, in departure from Article 135-undecies, paragraph 4, TUF) to the “Appointed Representative", as provided for (i) by Article 135-undecies of the TUF before the legislative amendment just mentioned and (ii) by Ar- ticle 13 of the current Articles of Association, pursuant to Article 135-undecies.1 of the TUF . Shareholders may submit questions on the matters in the agenda prior to the Annual General Meeting. The que- stions received prior to the Meeting will be answered, at the latest, during the meeting itself. The deadline for submitting questions to the Company prior to the Sha- reholders’ Meeting is indicated in the notice of call. The deadline may not be earlier than five trading days prior to the date of the meeting in the first or single call or by the seventh trading day prior to the date of the meeting (so-called record date) if the notice of a meeting provi- des that the Company shall give a reply to such questions before the meeting. In this case, the answer will be provi- ded at least two days prior to the Shareholders’ Meeting, including via a specific section of the Company’s website. Proof of voting rights may be submitted subsequent to having sent the question, provided it is received within three days of the record date. No answer is required when the information requested is available in a specific Q&A section of the Company’s website. T o ensure an orderly and functional conduct of the sha- reholders' meetings, the Annual General Meeting of 26 March 2003 approved the Regulations, last amended on 16 April 2025, available on the Company's website (www. gruppoigd.it). The current Regulations for Shareholders’ Meetings are designed to guarantee that the Shareholders’ Meetings are conducted in an orderly fashion and in full respect of the rights of each shareholder to request clarifications in relation to certain issues being discussed, to express opi- nions and submit proposals. T o offer an incentive to the medium- to long-term invest- ment of the Shareholders in the Company and promote the stability of the ownership structure by promoting su- 3.13 / / Shareholders’ meetings (ex art. 123-bis, par. 2, letter c) TUF)
Page 96
191 190 3 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.13 SHAREHOLDERS’ MEETINGS REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 3.14 FURTHER CORPORATE GOVERNANCE PRACTICES stainable growth objectives over an appropriate time ho- rizon, IGD’s Annual General Meeting of 16 April 2025, con- vened in extraordinary session, approved, inter alia, the amendment of Article 7 of the Articles of Association, in- troducing increased voting rights as referred to in Article 127-quinquies, paragraph 1, of Legislative Decree no. 58 of 24 February 1998, as subsequently amended and sup- plemented. The Articles of Association provide that each share entitles the holder to two votes when the following conditions are met: i. The share has belonged to the same person with an en- titlement in rem to exercise the right to vote for an on- going period of at least twenty-four months. ii. The condition under para. i) is certified by the conti- nuous registration, for a period of at least twenty-four months, in the special list specifically established by the Company. Without prejudice to the fact that increased voting rights automatically vest after the twenty-fourth month from the first entry in the Special List, the acquisition of increa- sed voting rights will be ascertained on the earliest of the following dates: (i) the third open market day of the ca- lendar month following the month in which the conditions required by the Articles of Association for the increase in voting rights are met; or (ii) the Record Date of any sha- reholders' meeting of the Company, determined in accor- dance with applicable legislation, subsequent to the date on which the conditions required for the increase in vo- ting rights occurred. For the purposes of registration with the Special List, the entitled shareholder must submit a specific application to the Company, through the interme- diary who holds the securities account in which the Sha- res are registered, by sending to the same Intermediary a specific application for registration with the Special List, specifying the number of Shares for which the application is made; Increased voting rights are accounted in the de- termination of constitution and resolution quora referring to a percentage of share capital, but have no effect on the rights, other than voting rights, granted by virtue of the ownership of a specific stake in the share capital. The terms and conditions for registration, maintenan- ce and updating of the Special List, in compliance with the provisions of the applicable legislation, the Articles of Association and market practices, are specified in the Increased Voting Rights Regulations, which are also avai- lable on the Company’s website at the following address https:/ /www.gruppoigd.it/governance/voto-maggiorato/. As of the date of this report, no shareholders are registe- red in the Special List. In 2025, the Company decided to exercise the option ori- ginally provided for by Article 106, paragraph 7 , of Legi- slative Decree No. 18 of 17 March 2020, converted with amendments by Law No. 27 of 24 April 2020, subsequent- ly amended and recently extended by Legislative Decree No. 202 of 27 December 2024, converted into Law No. 15 of 21 February 2025, providing that the parties entitled to participate in an Annual General Meeting may only do so through the representative designated by the Company pursuant to Article 135-undecies of the TUF , which the company identified as Computershare S.p.A., as detailed in the notice of call. IGD’s Annual General Meeting held on 16 April 2025 was attended by 10 out of 11 directors. The explanatory reports required under Article 125-ter of Legislative Decree No. 58/1998 and the documents sup- porting the items on the agenda of the Annual General Meeting of 16 April 2025 were made available to the pu- blic within the legal terms at the Company's registered office, on the Company's website www.gruppoigd.it, and at the authorised storage mechanism www.emarketstora- ge.com. In the course of the Y ear, the Board of Directors did not prepare any justified proposals to be submitted to the An- nual General Meeting concerning: a) Selection and characteristics of the corporate gover- nance model (traditional, one-tier, two-tier). b) Size, composition and appointment of the Board and term of its members. c) Definition of the shares’ administrative and equity ri- ghts. d) Percentages relative to the exercise of the measures aiming to protect non-controlling interests. as the current corporate governance system was found to meet the company’s needs. The Company has adopted the Organisational Model pursuant to Leg. 231/2001, as better described in Section 9.4 above, to which express reference is made. The letter sent to the Company by the Chairman of the Corporate Governance Committee on 18 December 2025 was promptly brought to the attention of the Board of Di- rectors and the Board of Statutory Auditors by the Chair- man of the Board of Directors. In particular, the recommendations contained therein for 2026 were also brought to the attention of the Indepen- dent Directors at the specially convened meeting and, subsequently, of the entire Board of Directors. There have been no changes in the corporate governance structure since the end of the financial year to the date of this report. 3.14 / / Further Corporate Governance Practices (pursuant to Art. 123-bis(2)(a), second part, TUF) 3.16 / / Comments on the letter from the Chairman of the Corporate Governance Committee 3.15 / / Changes since the end of the reference period
Page 97
193 192 3 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE TABLES REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE TABLES > TABLE 1 “INFORMATION ON THE OWNERSHIP STRUCTURE AS AT 31 DECEMBER 2025” No. of voting rights No. of instruments circulating Direct Shareholder Listed (list the markets)/Not listed Category of shares at the service of conversion/exercise % of ordinary shares Rights and obligations No. of shares at the service of conversion/exercise % of voting capital 110,341,903 - - - - 40.92% - - - - - - 9.97% - - - - - - - - No. of shares Listed (list the markets)/ Not listed Declarant 110,341,903 - - - - 40.92% - - - - - - 9.97% - - - - - - - - Euronext STAR Milan Segment (Stock Segment with High Requirements) of the Italian Stock Exchange, in the Beni Immobili sector Provision is made for the possibility of increasing voting rights: see Article 7 of the Corporate bylaws. Shares can be transferred and subject to real restrictions pursuant law Ordinary shares (specifying whether the possibility of increase the voting rights is envisaged) Multiple-vote share Convertible bonds Other share categories with voting rights Preferential shares Warrant Saving shares Convertible saving shares Other share categories without voting rights Other SHARE CAPITAL STRUCTURE OTHER FINANCIAL INSTRUMENT (which give right to subscribe new shares) INFORMATION ON THE OWNERSHIP STRUCTURE NOTES (*) This percentage is based on the information provided to the Company by the shareholder Unicoop Etruria TABLES / / TABLE 1 “Information on the ownership structure as at 31 December 2025” / / TABLE 2 “Structure of the Board of Directors as at 31 December 2025” / / TABLE 3 “Structure of the Board Committees as at 31 December 2025” / / TABLE 4 “Structure of the Board of Statutory Auditors as at 31 December 2025” Coop Alleanza 3.0 Soc. Coop. Unicoop Etruria Soc. Coop. Coop Alleanza 3.0 Soc. Coop. Unicoop Etruria Soc. Coop.*
Page 98
195 194 3 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 NOTES This symbol indicates the administrator in charge of the internal control and risk management system. ◊ This symbol indicates the Lead Independent Director (LID). (*) Date of first appointment refers to the date on which the director was appointed to the Company’s BoD for the first time (ever). (**) This column indicates whether the director was elected from a list presented by shareholders (“Shareholders”) or the Board of Directors (“BoD”). (***) This column indicates whether the director was elected from a Majority list “M” or a minority list “m”. (****) This column reports the number of directorships and statutory auditorships held in other listed or large companies. The offices are listed in full detail in the Corporate Governance Report. (*****) This column indicates the director’s attendance record at BoD and Board committee meetings (expressed as the number of meetings attended out of the number of meetings held, i.e.. 6/8; 8/8 etc.). > TABLE 2 “STRUCTURE OF THE BOARD OF DIRECTORS AS AT 31 DECEMBER 2025” Board of Directors Office In office untilMember Y ear of birth Date of first appointment (*) In office since Board of Directors Indep. as per the CodeNon-exec.List (M/m) (***) Indep. as per the TUFExec.List (presenters)(**) No. of other appointments (****) Attendance (*****) Symbols listed below must be entered in the “Office” column: REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE TABLES REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE TABLES Approval of Financial Statement as of 12/31/2026 Approval of Financial Statement as of 12/31/2026 Approval of Financial Statement as of 12/31/2026 Approval of Financial Statement as of 12/31/2026 Approval of Financial Statement as of 12/31/2026 Approval of Financial Statement as of 12/31/2026 Approval of Financial Statement as of 12/31/2026 Approval of Financial Statement as of 12/31/2026 Approval of Financial Statement as of 12/31/2026 Approval of Financial Statement as of 12/31/2026 Approval of Financial Statement as of 12/31/2026 1965 04/15/2021 04/18/2024 04/18/2024 04/18/2024 04/18/2024 04/18/2024 04/18/2024 04/18/2024 04/18/2024 04/18/2024 04/18/2024 04/18/2024 04/18/2024 04/15/2021 04/18/2024 04/18/2024 06/01/2018 04/18/2024 04/18/2024 04/18/2024 04/18/2024 04/18/2024 1961 1951 1970 1960 1967 1964 1972 1965 1970 1968 Chairman Vice Chairman Rizzi Antonio Zoia Roberto Gambetti Edy Cestelli Antonello Cerulli Antonio Savino Alessia Pellegrini Mirella Delfrate Daniela Ciocchi Simonetta Mencuccini Francesca Ceccotti Laura Chief Executive Officer (CEO) Director Director Director Director Director Director Director Director Indicate the quorum required to present lists for the election of one or more members by non-controlling interests (pursuant to Article 147-ter TUF): the quorum established by CONSOB (for 2026 equal to 2.5% of IGD’s share capital, pursuant to CONSOB regulation n. 155 of 27 January 2026) Indicate the number of meetings held during the year: 14 Shareholders Shareholders Shareholders Shareholders Shareholders Shareholders Shareholders Shareholders Shareholders Shareholders Shareholders M M M M M M m M M m M 14/14-x x 14/146x 12/144x 14/143x x 14/1411x 13/1412x x 12/143 13/14-x 13/143x 14/1415x x 12/142x x
Page 99
197 196 3 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE TABLES REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE TABLES NOTE (*) This column indicates directors attendance at committee meetings (indicate the number of meeting to which they attended with respect to the total number of meeting; i.e. 6/8; 8/8 etc.). (**) This column indicates the office held by the Director in the committee: “C”: Chairman; “M”: Member. > TABLE 3 “STRUCTURE OF THE BOARD COMMITTEES AS AT 31 DECEMBER 2025” Office Member (*) (**) (*) (**) (*) (*)(**) (**) Rizzi Antonio Ciocchi Simonetta Delfrate Daniela Pellegrini Mirella Zoia Roberto Gambetti Edy Cestelli Antonello Cerulli Antonio Chairman of the B.o.D.- Independent Director as per the TUF and as per the Code Independent Director as per the TUF and as per the Code Independent Director as per the TUF and as per the Code CEO Independent Director as per the TUF and as per the Code Vice Chairman Non-executive Director Non-executive Director Non-executive Director No. of meeting held during the year: Nominations and Compensation Committee Strategic Committee Control and Risk Committee Related Party Committee B.o.D. 4/4 4/4 4/4 4 66 5 P M M 6/6 6/6 6/6 P M M 6/6 5/5 5/5 5/5 6/6 5/5 6/6 5/5 P M M M M P M M NOTE (*) (**) (***) (****) Date of first appointment refers to the date on which the statutory auditor was appointed to the Com- pany’s Board of Statutory Auditors for the first time (ever). This column indicates whether the director was elected from a Majority list “M” or a minority list “m”. This column indicates the statutory auditor’s atten- dance record at meetings of the Board of Statutory Auditors (expressed as the number of meetings attended out of the number of meetings held, i.e.. 6/8; 8/8 etc.). This column reports the number of directorships and statutory auditorships held pursuant to Art. 148-bis TUF and its implementing provisions contained in CONSOB’s Regulations for Issuers. The full list of offices held is published by CONSOB on its website pursuant to Art.144-quinquiesdecies of CONSOB’s Issuers' Regulations. > TABLE 4 “STRUCTURE OF THE BOARD OF STATUTORY AUDITORS AS AT 31 DECEMBER 2025” Board of Statutory Auditors Office In office until Approval of Financial Statement as of 12/31/2026 Approval of Financial Statement as of 12/31/2026 Approval of Financial Statement as of 12/31/2026 Approval of Financial Statement as of 12/31/2026 Approval of Financial Statement as of 12/31/2026 Approval of Financial Statement as of 12/31/2026 Member Year of birth 1962 04/18/2024 04/18/2024 04/18/2024 04/18/2024 04/18/2024 04/18/2024 04/18/2024 04/18/2024 04/15/2021 04/18/2024 04/18/2024 04/18/2024 1967 1966 1970 1970 1964 List (M/m) (***) Indep. as per the Code Attendance at the Board of Statutory Auditors meetings (***) No. Of other appointments (****) Date of first appointment (*) In office since Chairman Lisi Iacopo Idranti Barbara Macrì Laura Scarafuggi Massimo Brandolini Pierluigi Scardigli Juri Standing Auditor Standing Auditor Alternate Alternate Alternate Indicate the quorum required to present lists for the election of one or more members by non-controlling interests (pursuant to Article 147-ter TUF): the quorum established by CONSOB (for 2026 equal to 2.5% of IGD’s share capital, pursuant to CONSOB regulation n. 155 of 27 January 2026) Indicate the number of meetings held during the year: 11 m M M M M m x x x 10/11 11/11 11/11 9 13 6
Page 100
198 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 / / IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 DETAILED INDEX Consolidated income statement Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements General information Summary of accounting standards Basis of preparation Consolidation Intangible assets Business combinations and goodwill Investment property and assets under construction Right of use assets Plant, machinery and equipment Equity investments Financial assets Other non-current assets Inventory Trade and other receivables Cash and cash equivalents Financial receivables and other current financial assets Financial liabilities Provisions for risks and charges Employee benefits Revenue Costs Interest Income taxes Earnings / (loss) per share Derecognition of financial assets and financial liabilities Translation of foreign currency items Derivative financial instruments Parent company SIIQ status Use of estimates Segment reporting Notes to the consolidated financial statements Management and coordination List of significant equity investments Information pursuant to Art. 149 duodecies of Consob’s Issuers’ Regulations Certification of the consolidated financial statements Independent Auditors’ Report 4.1 4.2 4.3 4.4 4.5 4.6 4.6.1 4.6.2 4.6.2.1 4.6.2.2 4.6.2.3 4.6.2.4 4.6.2.5 4.6.2.6 4.6.2.7 4.6.2.8 4.6.2.9 4.6.2.10 4.6.2.11 4.6.2.12 4.6.2.13 4.6.2.14 4.6.2.15 4.6.2.16 4.6.2.17 4.6.2.18 4.6.2.19 4.6.2.20 4.6.2.21 4.6.2.22 4.6.2.23 4.6.2.24 4.6.2.25 4.6.2.26 4.6.3 4.6.4 4.6.5 4.7 4.8 4.9 4.10 4.11 4
Page 101
201 200 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.1 CONSOLIDATED INCOME STATEMENT IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.1 CONSOLIDATED INCOME STATEMENT 4.1 / / Consolidated income statement Pre-tax profit Net financial income (expense) Profit/(loss) for the period attributable to the Parent Company Financial charges 12/31/2025 (A) 12/31/2024 (B)Note(In thousands of Euros) Change (A)/(B) Non-controlling interests in (profit)/loss for the period Basic earnings per share Diluted earnings per share Income taxes Financial charges from third parties NET PROFIT FOR THE PERIOD Financial charges from related parties Financial income from related parties Financial Income Financial income from third parties Revenue Other revenue Depreciation, amortization, provisions, impairment and change in fair value EBIT Income / (loss) from equity investments and asset disposal Revenues from property sales Operating revenues 12/31/2025 (A)Note(In thousands of Euros) 12/31/2024 (B) Change (A) - (B) Revenues from third parties Other revenues from third parties Depreciations, amortization and provisions (Impairment losses)/Reversals on work in progress and inventories Provisions for doubtful accounts Revenues from related parties Other revenues from related parties Change in fair value Net revaluation acquisition Total operating costs Revenues and change in inventory Service costs from third parties Cost of labour Service costs Construction costs for the period Change in inventory Service costs from related parties Other operating costs 129,182 134,7551 2,1 2,2 (5,573) 116,537 117,661 12,645 17,094 9,506 8,218 5,078 4,194 4,428 4,024 2,101 2,276 140,789 145,249 (18,606) (19,576) (251) (898) (1,974) (1,184) (13,673) (15,672) (4,933) (3,904) (13,083) (11,321) (9,350) (9,424) (41,290) (41,219) 138,815 144,065 (3,891) (3,348) (224) (732) (642) (1,136) 3,385 (31,141) 0 0 (1,372) (36,357) 96,153 66,489 (4,374) (29,150) 4 7 8 3 6 6 5 (1,124) (4,449) 1,288 884 404 (175) (4,460) 970 647 (790) 1,999 (1,029) (1,762) 74 (71) (5,250) (543) 508 494 34,526 0 34,985 29,664 24,776 32,284 (29,796) (59,495) (67,135) 32,002 (30,084) (59,846) (67,527) 62,080 7,640 62,086 7,681 0 0 0,290 (0,273) 0,290 (0,273) (282) (288) (59,729) (67,362) 32,002 (30,084) (117) (165) 10 9 11 11 0 1 1 6 7,633 62,086 48 351 392 351 387 0 5 (41) (36) (5)
Page 102
203 202 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.2 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.3 CONSOLIDATED STATEMENT OF FINANCIAL POSITION 4.2 / / Consolidated statement of comprehensive Income NET RESUL T OF THE YEAR Other component of the comprehensive income statement that will not be reclassified to profit/loss of the year, net of tax effect Non-controlling interest profit/(loss) for the period PROFIT/(LOSS) FOR THE PERIOD ATTRIBUTABLE TO THE PARENT COMPANY Tax effect of hedge derivative financial instruments (In thousands of Euros) Recalculation of defined benefit plans Tax effect Total component of the comprehensive income statement that will not be reclassified to profit/loss of the year, net of tax effect Translation effects TOTAL COMPREHENSIVE PROFIT/(LOSS) FOR THE PERIOD Hedge derivative financial instruments Total component of the comprehensive income statement that will be reclassified to profit/loss of the year Note(In thousands of Euros) Change (A)-(B) 4.3 / / Consolidated statement of financial position 12/31/2025 (A) 12/31/2024 (B)31/12/2025 31/12/2024 32,002 (30,084) 3,405 (294) 34,931 (30,260) 2,696 (224) 233 54 (6) (396) 71 34,931 (30,260) 233 48 (313) (1) 0 0 Other component of the comprehensive income statement that will be reclassified to profit/loss of the year NON CURRENT ASSETS: Investment property CURRENT ASSETS: ASSETS HELD FOR SALE (C) TOTAL ASSETS (A + B+C) Other non-current assets Equipment and other goods Related party trade and other receivables Non-current financial assets 1,687,320 1,671,834 15,486 0 8,520 1,856,389 1,853,486 (8,520) 2,903 1,831 2,388 (557) 719 808 (89) 426 176 250 14 16 24 21 6,566 6,648 (82) 6,355 6,563 (208) 19,765 21,989 (2,224) 166 140 26 3,586 4,685 (1,099) 4,703 2,889 1,814 1,698,126 1,683,355 14,771 7,284 7,481 (197) 9,291 4,741 4,550 109,548 113,161 (3,613) 718 833 (115) 1,814,958 1,803,997 10,961 41,431 40,969 462 108 86 22 6,954 10,542 (3,588) 103,313 106,005 (2,692) 2,057 2,155 (98) 2,512 2,484 28 13 15 22 19 18 25 26 12 16 23 20 40 17 Intangible assets Goodwill Buildings Work in progress inventory and advances Sundry receivables and other non-current assets Deferred tax assets Other current assets Intangible assets with finite useful lives Property, plant, and equipment TOTAL NON-CURRENT ASSETS (A) TOTAL CURRENT ASSETS (B) Plant and machinery Trade and other receivables Equity investments Derivative assets Assets under construction and advance payments Cash and cash equivalents
Page 103
205 204 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.3 CONSOLIDATED STATEMENT OF FINANCIAL POSITION IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.4 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 4.4 / / Consolidated statement of changes in equity Note(In thousands of Euros) Change (A)-(B) (In thousands of euro) Share Capital Other reserve Profit (loss) from previous years Profit (loss) of the year Non-controlling interest capital and reserves Total net equity Group's net equity Balance at 12/31/2024 Cash flow hedge derivative assessment Reclassification of fair value reserve Revaluation reserve tax release Revaluation reserve tax release Cover of 2024 loss Cover of 2023 loss Total comprehensive profit /(loss) Balance at 12/31/2025 Profit/(loss) for the year Cover of 2024 loss Dividends paid Other comprehensive profit /(loss) (In thousands of euro) Share Capital Other reserve Profit (loss) from previous years Profit (loss) of the year Non- controlling interest capital and reserves Total net equity Group's net equity Balance at 01/01/2024 Cash flow hedge derivative assessment Total comprehensive profit/(loss) Balance at 31/12/2024 Profit/(loss) for the year Other comprehensive income/(loss) Reclassification of fair value reserve Cover of 2023 loss 12/31/2025 (A) 12/31/2024 (B) 650,000 650,000 0 0 0 32,002 0 3,009 0 0 (80) (1,625) 34,931 32,002 32,002 0 992,545 0 (11,034) 0 3,009 0 0 0 (80) 0 (1,625) 0 0 2,929 0 0 0 0 0 0 0 0 (11,034) (3,163) 30,0840 (26,921) 345,362 (34,819) 32,002 380,388 (30,031) (30,084) 970,273 970,2730 0 32,002 0 3,009 0 0 (80) 0 34,931 0 0 0 (11,034) 0 0 (1,625) 0 992,545 650,000 650,000 0 0 0 (30,084) 0 (223) 0 0 47 0 (30,260) (30,084) (30,084) 0 970,273 0 0 (223) 0 0 0 47 0 0 0 0 (176) 0 0 00 0 (9,217) 81,7320 (72,515) 380,388 (30,031) (30,084) 453,079 (20,814) (81,732) 1,000,533 1,000,5330 0 (30,084) 0 (223) 0 0 47 0 (30,260) 0 0 0 0 0 0 970,273 NET EQUITY: CURRENT LIABILITIES: TOTALE PASSIVITA' (H=E+F+G) TOTAL NET EQUITY AND LIABILITIES (D+H) Provisions for employee severance indemnities TOTAL NET EQUITY (D) Related parties trade and other payables Sundry payables and other non-current liabilities 863,844 883,213 (19,369) 1,856,389 1,853,486 2,903 2,666 2,889 (223) 992,545 970,273 22,272 1,417 1,395 22 6,465 6,358 107 29 27 35 650,000 650,000 0 0 (34,819) 0 (30,031) 0 (4,788) 992,545 970,273 22,272 45,722 69,788 (24,066) 11,611 14,788 (3,177) 2,634 1,461 1,173 753,375 741,603 11,772 77,383 0 101,605 0 (24,222) 0 345,362 380,388 (35,026) 0 32,002 0 (30,084) 0 62,086 786,461 781,608 4,853 0 0 0 14,427 13,731 696 6,304 7,756 (1,452) 4,465 4,465 0 1,575 3,749 (2,174) 13,183 15,230 (2,047) 32 18 36 28 34 30 31 32 40 37 Share capital Share premium reserve Group profit (loss) carried forward Total Group net equity Current financial liabilities Deferred tax liabilities NON-CURRENT LIABILITIES: Current tax liabilities Other reserves Treasury share reserve Group profit TOTAL NON-CURRENT LIABILITIES (E) Capital and reserves of non-controlling interests Trade and other payables Provisions for risks and future charges Related parties sundry payables and other non-current liabilities Derivatives - liabilities Non-current financial liabilities Other current liabilities TOTAL CURRENT LIABILITIES (F) LIABILITIES LINKED TO ASSETS HELD FOR SALE (G)
Page 104
207 206 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.5 CONSOLIDATED STATEMENT OF CASH FLOWS IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.5 CONSOLIDATED STATEMENT OF CASH FLOWS 4.5 / / Consolidated statement of cash flows CASH FLOW FROM OPERATING ACTIVITIES: Writedown of receivables Change in trade receivables Change in trade payables Net change in other assets Net change in other liabilities Changes in provisions for employees and end of mandate treatment (Investments) in intangible assets (Investments) in equity interests Note(In thousands of Euros) Profit (loss) of the year Financial charges / (income) Taxes of the year (Impairment losses) / reversal on work in progress Impact of the food transaction Disposals of tangible assets Disposals of intangible assets (Investments) in tangible assets Adjustments to reconcile net profit with cash flow generated (absorbed) by operating activities Income tax Depreciation and amortization Gains/losses from disposal - equity investments Change in inventory Changes in fair value - (increases) / decreases CASH FLOW FROM OPERATING ACTIVITIES (A) CASH FLOW FROM OPERATING ACTIVITIES: CASH FLOW FROM OPERATING ACTIVITIES NET OF TAX: Provisions for employees, end of mandate treatment Financial charge paid CASH BALANCE AT END OF THE PERIOD CASH BALANCE AT BEGINNING OF THE PERIOD CASH FLOW FROM FINANCING ACTIVITIES (C) Collections for new loans and other financing activities Loans repayments and other financing activities (In thousands of Euros) Exchange rate differences on cash and cash equivalents (D) NET INCREASE (DECREASE) IN CASH BALANCE (A+B+C+D) CASH FLOW FROM INVESTING ACTIVITIES (B) Rents paid for financial leases Distribution of dividends Change in related parties financial receivables and other current financial assets Note12/31/2025 12/31/2024 12/31/2025 12/31/2024 32,002 (30,084) 282 28810 9 7 7 7 7 8 12 59,495 67,135 3,891 3,348 641 1,136 224 732 (3,385) 31,141 4,374 29,150 1,745 802 99,269 103,648 (46,482) (44,965) (414) (1,393) (2,052) (899) 50,321 56,391 1,973 1,192 3,036 (1,744) (740) 5,201 718 (9,482) (5,911) (5,095) 49,397 46,463 (249) (333) 0 0 (25,335) (19,063) 17,750 3,595 0 153,165 (180) (10) (8,014) 137,354 (11,034) 0 (8,933) (8,829) (250) (2) 910,500 15,756 (926,874) (192,069) (36,591) (185,144) (242) (1) 4,550 (1,328) 4,741 6,069 9,291 4,74126 26 27 4.6.1 / / General information The consolidated financial statements of Immobiliare Grande Distribuzione SIIQ S.p.A. at 31 December 2025 were approved and authorized for publication by the Bo- ard of Directors on 26 February 2026. IGD SIIQ S.p.A. is a subsidiary and is under the manage- ment and coordination of Coop Alleanza 3.0 Soc. Coop. 4.6.2 / / Summary of accounting standards 4.6.2.1. / / Basis of preparation > Statement of compliance with International Ac- counting Standards The 2025 consolidated financial statements have been prepared in accordance with the IFRS (International Fi- nancial Reporting Standards) issued by IASB (Interna- tional Accounting Standards Board) and approved by the European Union, and with the instructions issued in compliance with Article 9 of Italian Legislative Decree 38/2005. The term "IFRS" encompasses all of the Interna- tional Accounting Standards (IAS) and all interpretations published by the International Financial Reporting Inter- pretations Committee (IFRIC), including those previously issued by the Standing Interpretations Committee (SIC), that as of the reporting date had been endorsed following the procedure specified in Regulation (EC) 1606/2002. The IFRS have been applied consistently to all reporting periods presented. The Directors have assessed the applicability of the going concern assumption in the preparation of the financial statements, concluding that such assumption is appro- priate as there are no doubts about business continuity, considering the actions taken in 2025 and 2026 described in the corporate events paragraph. > Reporting formats The items in the statement of financial position have been classified as current or non-current, and those in the inco- me statement by type. The statement of comprehensive income shows the net profit or loss along with income and charges that by express requirement of IFRS are recognized directly in equity. 4.6 / / Notes to the financial statements
Page 105
209 208 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS The statement of changes in equity presents comprehen- sive income and charges, transactions with shareholders and other changes in net equity. The statement of cash flows is prepared using the indirect method, adjusting the pre-tax result for non-cash items. The financial statements, tables and explanatory notes are expressed in thousands of euro, unless otherwise spe- cified. Due to certain technical limitations, some information in these consolidated financial statements prepared in ESEF format, when extracted from XHTML in an XBRL instance, may not be reproduced in the same way as the correspon- ding information that can be viewed in the consolidated financial statements in XHTML format. > Changes in accounting standards a) IFRS accounting standards, amendments and inter- pretations applied from 1 January 2025 The following IFRS accounting standards, amendments and interpretations were applied for the first time by the Group as from 1 January 2025: > On 15 August 2023, IASB published “Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability.” The amendments require an en- tity to identify a consistent method to assess whether a currency can be exchanged for another, and if it cannot, how to determine the exchange rate to be used and what disclosures to make in the notes to the financial statemen- ts. The adoption of this amendment has not affected the Group's consolidated financial statements. b) IFRS accounting standards, amendments, and inter- pretations endorsed by the European Union but not yet effective and not applied in advance by the Group as of 31 December 2025 As of the reporting date, the relevant bodies of the Euro- pean Union have completed the endorsement process for the adoption of the amendments and principles described below, which are not mandatory and have not been adop- ted in advance by the Group as of 31 December 2025: > On 30 May 2024 IASB published “Amendments to the Classification and Measurement of Financial Instrumen- ts—Amendments to IFRS 9 and IFRS 7.” The document clarifies some problematic aspects that emerged from the post-implementation review of IFRS 9, including the accounting of financial assets whose returns depend on the achievement of ESG objectives (i.e. green bonds). The amendments, in particular, aim to: > Clarify the classification of financial assets with va- riable returns and linked to environmental, social and corporate governance (ESG) objectives and the crite- ria to be used for the SPPI test assessment; > Determine that the liabilities settlement date through electronic payment systems is the date on which the liability is extinguished. However, an entity is permitted to adopt an accounting policy to allow a financial liability to be derecognised before delive- ring cash at the settlement date if certain specified conditions are met. With these amendments, the IASB has also introduced additional disclosure requirements specifically regarding investments in equity instruments recognised at FVOCI. The changes are effective from 1 January 2026 but early adoption is permitted. The Directors do not expect the adoption of this amendment to have a significant impact on the Group’s consolidated financial statements. > On 18 December 2024, IASB published an amendment denominated “Contracts Referencing Nature-dependent Electricity – Amendment to IFRS 9 and IFRS 7”. The docu- ment aims to support entities in reporting the financial ef- fects of contracts for the purchase of electricity produced from renewable sources (often structured as Power Pur- chase Agreements). Under these contracts, the amount of electricity generated and purchased can vary based on uncontrollable factors such as weather conditions. IASB has made targeted amendments to IFRS 9 and IFRS 7. Amendments include: > A clarification regarding the application of the “own use” requirements to this type of contract; > The criteria to allow the accounting of such con- tracts as hedging instruments; and, > New disclosure requirements to enable users of fi- nancial statements to understand the effect of these contracts on an entity's financial performance and cash flows. They are effective from 1 January 2026 but early adoption is permitted. The Directors do not expect the adoption of this amendment to have a significant impact on the Group’s consolidated financial statements. > On 18 July 2024, IASB published “Annual Improvements Volume 11.” The document includes clarifications, simplifi- cations, corrections and changes aimed at improving the consistency of several IFRS Accounting Standards. The amended standards are as follows: > IFRS 1 First-time Adoption of International Finan- cial Reporting Standards; > IFRS 7 Financial Instruments; Disclosures and rela- ted guidance on the implementation of IFRS 7; > IFRS 9 Financial Instruments; > IFRS 10 Consolidated Financial Statements; and > IAS 7 Statement of Cash Flows. The amendments are effective from 1 January 2026. The Directors do not expect the adoption of this amendment to have a significant impact on the Group’s consolidated financial statements. c) IFRS accounting standards, amendments and inter- pretations not yet endorsed by the European Union as of 31 December 2025 As of the reporting date, the EU authorities had not yet concluded the endorsement process required to adopt the following amendments and standards. > On 9 April 2024, IASB published the new IFRS 18 Pre- sentation and Disclosure in Financial Statements that will replace IAS 1 Presentation of Financial Statements. The new standard aims to improve the format for the presen- tation of financial statements and the income statement in particular. Specifically, the new standard requires to: > Classify revenue and costs into three new catego- ries (operating, investing and financing), in addition to the tax and discontinued operations categories which are already included in the income statement; > Present two new subtotals, operating profit and earnings before interest and taxes (i.e. EBIT). The new standard also: > Requires more information on the performance in- dicators defined by management; > Introduces new criteria for the aggregation and di- saggregation of information; and, > Introduces some changes to the cash flow state- ment, including the requirement to use operating profit as the starting point for the presentation of the cash flow statement prepared using the indirect method and the elimination of some classification options for some currently existing items (such as interest paid, interest received, dividends paid and dividends received). The new standard will be effective from 1 January 2027 but early adoption is permitted. The directors are current- ly evaluating the possible effects of the introduction of this new principle on the Group's consolidated financial statements. > On 9 May 2024 IASB published the new IFRS 19 Sub- sidiaries without Public Accountability: Disclosures (to- gether with the Amendments to IFRS 19 Subsidiaries wi- thout Public Accountability: Disclosures published on 21 August 2025). The new standard introduces some sim- plifications with reference to the disclosures required by IFRS Accounting Standards in the financial statements of a subsidiary, which meets the following requirements: > The subsidiary has not issued equity or debt instru- ments listed on a regulated market and is not in the process of issuing them; > Its parent company prepares consolidated financial statements in accordance with IFRS standards. On 13 November 2025, IASB published a document called “Translation to a Hyperinflationary Presentation Currency – Amendment to IAS 21”, which clarifies the translation procedures for an entity whose presentation currency is that of a hyperinflationary economy. The entity applies the changes if: > Its functional currency is that of a non-hyperin- flationary economy, and it is converting its financial results and financial position into the currency of a hyperinflationary economy; or, > Is converting into the currency of a hyperinflatio- nary economy the economic results and financial po- sition of a foreign operation whose functional curren- cy is that of a non-hyperinflationary economy. The changes are effective from 1 January 2027. The Di- rectors do not expect the adoption of this amendment to have a significant impact on the Group’s consolidated financial statements. 4.6.2.2 / / Consolidation a) Scope of consolidation The consolidated financial statements have been drawn up based on the draft financial statements at 31 Decem- ber 2025, prepared by the directors of the consolidated companies and adjusted, where necessary, to align them
Page 106
211 210 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS Spot rate at 12.31.2025 Exchange rate Average rate 2025 Spot rate at 12.31.2024 Average rate 2024 Parent Company Name Registered Office Country Share capital Currency % of share capital heldHeld by % of consolidated Group interest Activities Subsidiaries fully consolidated Associated companies consolidated at net equity Win Magazin S.A. IGD Service S.r.l. Arco Campus S.r.l. IGD SIIQ S.p.A. Porta Medicea S.r.l. Alliance SIINQ S.r.l. Juice Fund FOOD Fund Winmarkt Management S.r.l. Euro / Ron Bologna, via trattati comunitari Europei 1957 - 2007 Bologna, via trattati comunitari Europei 1957 - 2007 Bologna, via trattati comunitari Europei 1957 - 2007 Milano, via San Paolo 7 Italia Milano, via San Paolo 7 Italia Bologna, via trattati comunitari Europei 1957 - 2007 Bologna, via dell’Arcoveggio 49/2 Italy Italy Italy Italy Italy Romania Romania Bucarest Bucarest Italy Italy 650,000,000.00 60,000,000.00 7,227,679.23 50,000.00 113,715.30 1,001,000 1,500,000.00 64,165,000.00 258,000,000.00 Euro Euro Euro Euro Euro Lei Lei Euro Euro Win Magazin S.A. IGD SIIQ S.p.A. IGD SIIQ S.p.A. 0,1% IGD Service S.r.l. IGD Service S.r.l. IGD Service S.r.l. 99,9% IGD SIIQ S.p.A. IGD SIIQ S.p.A. IGD SIIQ S.p.A. 100% 100% 100% 40%* 40%** 100% 100% 99,98% 100,00% 100,00% 100,00% 40% 40% 100,00% 100,00% 99,98% Shopping center management Construction and marketing company Hypermarkets/ Supermarkets ownership Hypermarkets/ Supermarkets/ Shopping malls ownership Agency and Facility Management services Shopping center management and services Shopping center management Shopping center management Asset management, sport facilities and equipment management, construction, sale and rent of properties to be used for sport and commercial activities * IGD SIIQ holds 25,224 class B shares equal to 40% of the fund capital. ** IGD SIIQ holds 5,171 class B shares equal to 40% of the fund capital. IGD SIIQ S.p.A., directly and indirectly, controls various consortia for the management of shopping centres (costs rela- ting to common areas and promotional activities). They are not consolidated as they are considered to be immaterial. with the Group’s IFRS-compliant accounting and classi- fication policies. With respect to 31 December 2024, the scope of consolidation has not changed. Pursuant to Consob Circular DEM/6064293 of 28 July 2006, below is a list of Group companies showing the lo- cation of their registered office, share capital in the local currency and consolidation method. The interests held directly or indirectly by the controlling company and each of its subsidiaries are also specified. Below are the exchange rates used to convert foreign subsidiaries' ac- counts into euros: 5.0985 5.0415 4.9741 4.9746
Page 107
213 212 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS Owner consortium of Leonardo SC Consortium of La Torre - Palermo Consortium of Gran Rondò SC Consortium of ESP SC Consortium of Darsena SC Owner consortium of Commendone commercial area Consortium of Shopping Center Mondovicino & Retail Park Consortium of Le Porte di Napoli SC Consortium of Casilino SC Owner consortium of Centrosarca SC Consortium of Porta a Mare Type of controlName Registered office% held Owner consortium of I Bricchi SC Consortium of Katanè SC Consortium of Le Maioliche SC Owner consortium of Puntadiferro SC Consortium of Conè SC b) Consolidation methods The consolidated financial statements include the finan- cial statements of the parent company, IGD SIIQ S.p.A., its direct and indirect subsidiaries, and its associates at 31 December 2025. The subsidiaries' and associates' ac- counts are prepared each year using the same accounting standards as the parent. The main consolidation methods used to prepare the consolidated financial statements are as follows: > Subsidiaries are consolidated from the date control is effectively transferred to the Group, and cease to be con- solidated from the date control is transferred outside the Group; control exists when the Group has the power, di- rectly or indirectly, to influence a company's financial and managerial policies in such a way as to obtain benefits from its operations; > Subsidiaries are consolidated on a line-by-line basis, ag- gregating all financial statement items in full, regardless of the interest held by the Group. Only for the determina- tion of net equity and net profit (loss) is the minority inte- rest, if any, shown separately in the statement of financial position and the income statement; tatement of financial position and the income statement; > The carrying value of equity investments is eliminated against the assumption of their assets and liabilities; > All intercompany balances, including unrealised profi- ts deriving from transactions between Group companies, are fully eliminated; > The financial statements of all IGD SIIQ Group com- panies that use a functional currency other than the one used in the consolidated statements are translated into euros as follows: > The assets and liabilities of each statement of financial position submitted are translated at the exchange rates in force on the reporting date; > The revenue and costs of each income state- ment are converted at the average exchange rates for the period; > All exchange gains and losses arising from this process are shown in the translation reserve under net equity. > Equity investments in joint ventures and associates are consolidated using the equity method. As such, the in- vestment is initially carried at cost, which is then adjusted upward or downward to reflect changes in net equity after purchase. If an investment is classified as joint control or associate due to loss of control, it is initially carried at fair value, which is then adjusted upward or downward to reflect changes in the net equity of the investee after the date control was lost. The adjustments are taken to the in- come statement in proportion to the Group's share of the company's profit or loss, taking into account any impact of preference shares or quotas held by third parties. > Controlling investments that are outside the scope of consolidation, namely the consortiums mentioned above, are measured at cost. 4.6.2.3 / / Intangible assets Intangible assets are recognised at cost when they are identifiable and controllable, and use of the asset will likely generate future economic benefits and when its cost can be reliably determined. Intangible assets acquired throu- gh business combinations are recognised at the market value defined as of the acquisition date if that value can be reliably determined. After their initial recognition, intangible assets are carried at cost. The useful life of intangible assets can be either finite or indefinite. Intangible assets with indefinite use- ful lives are not amortised but are subject to impairment testing each year, or more frequently, whenever there is any indication of impairment. All intangible assets with indefinite useful life are subject to impairment testing on an annual basis to assess whether there is an impairment loss. Further to such testing, if the recoverable value of an asset is less than its book value, the latter is reduced to the recoverable value. This reduction constitutes an im- pairment loss, which is immediately posted to the income statement. An asset’s recoverable value is the higher of its net sale value or value in use. Value in use is the present value of expected cash flows generated by the asset. In order to assess losses in value, assets are aggregated to the lowest cash generating unit, i.e. the lowest level for which independent cash flows can be separately identi- fied. In the case of an indicator implying recovery of the value lost, the asset’s recoverable value is re-determined and the book value is increased to that new value. Howe- ver, the increase in book value can never exceed the net book value that the fixed asset would have had if no im- pairment had occurred. 4.6.2.4 / / Business combinations and goodwill Business combinations are accounted for using the pur- chase method. This requires the recognition at market value of the identifiable assets (including intangible as- sets previously not recognised) and identifiable liabilities (including contingent liabilities but excluding future re- structuring) of the entity acquired. Costs related to the transaction are recognised as soon as they are incurred. Goodwill acquired in a business combination, which in the separate financial statements is incorporated into the value of the equity investment acquired, is calculated as the excess of the total consideration transferred, minority interests in net equity and the fair value of any previously held interest in the company over the acquisition-date fair value of the net assets acquired and the liabilities assu- med. If the acquisition-date fair value of the net assets ac- quired and the liabilities assumed exceeds the sum of the consideration transferred, minority interests in net equity and the fair value of any previously held interest in the acquiree, the excess is recognised immediately as income arising from the transaction. Minority interests in net equity, as of the acquisition date, can be measured at fair value or as a pro-quota propor- tion of the value of the net assets recognised for the ac- quiree. This choice is made on a case-by-case basis. Any contingent consideration provided for in the ac- quisition agreement is measured at its acquisition-date fair value and included in the value of the consideration transferred in the business combination for the purpose of determining goodwill. Subsequent changes in fair va- lue that qualify as adjustments arising during the mea- surement period are included in goodwill retrospectively. Such changes that can qualify as adjustments occurring during the measurement period are caused by additional information on facts and circumstances that existed on the date of acquisition and were obtained during the me- asurement period (not to exceed one year from the busi- ness combination). When business combinations are achieved in stages, the interest previously held by the Group is remeasured at fair value as of the date control is acquired, and any resulting gain or loss is recognised in the income statement. Any Direct Indirect Direct Direct Direct Direct Direct Direct Indirect Direct Direct Direct Direct Direct Direct Direct via Amendola 129, Imola (BO)54.30% via Milanese, Sesto San Giovanni (MI)62.50% via Marco Bussato 74, Ravenna (RA)64.59% via Ecuador snc, Grosseto52.60% via Darsena 75, Ferrara (FE)77.12% via Torre Ingastone, Palermo Loc Borgonuovo72.80% via G. La Pira n. 18, Crema (CR)49.01% via S. Maria La Nuova, Afragola (NA)70.56% via Casilina 1011, Roma66.84% piazza Cerea 15, Mondovì (CN)58.24% via Prato Boschiero, Isola d’Asti (Loc Molini)72.25% via Quasimodo, Gravina di Catania Loc San Paolo74.91% via G. D’Alesio, 2, Livorno100.00% via Bisaura n. 13, Faenza (RA)70.52% piazzale della Cooperazione 4, Forlì (FC)62.34% via San Giuseppe SNC, Quartiere dello Sport Conegliano (TV)74.49%
Page 108
215 214 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS amounts deriving from the previously held interest and reported in other comprehensive income or losses are re- classified to profit or loss as if the interest had been sold. If the initial values of a business combination are incom- plete at the end of the financial period in which it occur- red, in the consolidated financial statements, the Group uses provisional amounts for those elements that cannot be measured in full. The provisional amounts are adjusted during the measurement period to take account of new information on facts and circumstances existing on the acquisition date which, if known, would have affected the acquisition-date value of the assets and liabilities reco- gnized. Business combinations occurring before 1 January 2010 are reported according to the previous version of IFRS 3. For the purpose of impairment testing, goodwill acquired in a business combination is allocated to the acquirer's individual cash generating units or to the groups of cash generating units that are expected to benefit from the sy- nergies of the combination, regardless of whether other assets or liabilities are assigned to those units or groups of units. Each unit or group of units to which goodwill is so allocated: > Represents the lowest level within the Group at which the goodwill is monitored for internal management pur- poses; > Is not larger than a segment based on either the pri- mary or secondary reporting format determined in accor- dance with IFRS 8 - Segment Reporting; > When goodwill is part of a cash-generating unit or group of cash-generating units and the Group disposes of an operation within that unit, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal. The goodwill transferred under these cir- cumstances is measured on the basis of the relative va- lues of the operation disposed of and the portion of the cash generating unit retained. If the disposal concerns a subsidiary, the difference between the sale price and net assets plus accumulated translation differences and goodwill is recognized in pro- fit or loss. After first-time recognition, goodwill is decreased by ac- cumulated impairment losses, determined as described below. The recoverable amount of goodwill is determined each year, or more frequently in the case of events or chan- ges in circumstances that may indicate impairment. Im- pairment is identified through tests based on the ability of each cash generating unit to produce cash flows sui- table for recovering the portion of goodwill that has been allocated to it, following the procedures specified in the section on intangible assets. If the amount recoverable by the cash generating unit is lower than the carrying value attributed, then an impairment loss is recognized. Impairment losses on goodwill cannot be reversed in sub- sequent years. In the absence of trigger events, goodwill impairment tests are normally conducted once a year at 31 December. 4.6.2.5 / / Investment property and assets under construction Investment property is real estate held to earn rent while appreciating over time. Investment property is initially recognised at cost, inclu- ding transaction expenses (as well as borrowing costs, where applicable), and is subsequently measured at fair value with changes reported in the income statement. Any work on the properties is added to their carrying va- lue only if it is likely to produce future economic benefits and if the cost can be reliably determined. Other mainte- nance and repair costs are recognised in the income sta- tement when incurred. The fair value of investment property does not reflect fu- ture capital expenditure that will improve or enhance the property and does not reflect the related future benefits from this expenditure. The market value of properties includes the value of their plant and machinery, as well as goodwill acquired. Investment property is derecognised on disposal, or when it is permanently withdrawn from use and no future eco- nomic benefits are expected from its disposal. Any gains or losses from the withdrawal or disposal of investment property are recognised to profit or loss in the period in which the withdrawal or disposal takes place. The proper- ty portfolio’s value is measured twice a year with assistan- ce from independent experts, who have recognised pro- fessional qualifications and up-to-date knowledge of the properties’ rental situation and characteristics. Assets under construction, consisting of deposits and advance payments, are measured at cost. For land and accessory works on which investment property will be developed, once the building permits are obtained and/ or the urban planning agreements signed, and once the procedure for obtaining administrative permits is comple- ted and construction is underway, their fair value can be reliably determined, and the fair value method is therefore used. Until that time, the asset is recognised at cost, whi- ch is compared with the recoverable amount at each re- porting date in order to determine any loss in value. When construction or development of an investment property is completed, it is restated to “investment property.” IFRS 13 defines fair value as the price that would be re- ceived to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e. an exit price). The fair value of investment property in accordance with IFRS 13 must reflect, among other things, rental income from current leases and other reasonable and supportable assump- tions that market participants would use when pricing the asset under current market conditions. As stated in paragraph 27 of IFRS 13, a fair value measu- rement of a non-financial asset takes into account a mar- ket participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The highest and best use of a non-financial asset takes into account the use of the asset that is physically possible, legally permissible and finan- cially feasible. Specifically: > A physically possible use takes into account the phy - sical characteristics of the asset that market participants would take into account when pricing it (e.g. the location or size of a property); > A legally permissible use takes into account any legal restrictions on the use of the asset that market participan- ts would take into account when pricing the asset (e.g. the zoning and urban planning regulations applicable to a property); > A financially feasible use takes into account whether a use of the asset that is physically possible and legally per- missible generates adequate income or cash flows (taking into account the costs of converting the asset to that use) to produce an investment return that market participants would require from an investment in that asset put to that use. Highest and best use is determined from the perspective of market participants. An entity’s current use of a non-fi- nancial asset is presumed to be its highest and best use unless market or other factors suggest that a different use by market participants would maximise the value of the asset. The Company has not capitalised any financial charges. 4.6.2.6 / / Right of use assets The Group holds operating leases for two malls at the Centro Nova and Fonti del Corallo shopping centres whi- ch are in turn leased to third parties. In accordance with IFRS 16, upon signing a new operating lease of a significant amount and with a duration of more than one year, the Group recognizes a right-of-use asset of the same amount as the lease liability. The right-of-use asset is accounted for under property, plant and equip- ment (“investment property”) and subject to independent appraisal to determine its fair value. At the end of each reporting period, the change in fair value is reported se- parately in the income statement under “Change in fair value.” To determine the fair value of every asset held under ope- rating leases, the independent experts discount to present value the cash flows expected in the years covered by the lease. Unlike traditional real estate appraisals, the terminal value at the end of the explicit period is not considered. The Group takes the exemption permitted by IFRS 16:5 (a) for short-term leases. Likewise, the Group opts for the exemption permitted by IFRS 16:5 (b) with respect to le- ases for which the underlying asset qualifies as low value. For these contracts, the lease instalments continue to be recognized in profit or loss on a straight-line basis over the lease term. 4.6.2.7 / / Plant, machinery and equipment Plant, machinery and equipment that are owned by IGD and are not attributable to investment property are recognised at cost, less commercial discounts and rebates, considering directly attributable expenses as well as an initial estimate of the cost of dismantling and removing the asset and restoring the site where it was located. Costs incurred after purchase are capitalised only if they increase the future economic benefits expected of the asset. All other costs (including financial expenses directly attributable to the purchase, construction or production of the asset) are recognised to profit or loss when incurred. The capitalised charge is recognised to profit and loss throughout the useful life of the tangible asset by means of depreciation. Depreciation is calculated
Page 109
217 216 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS on a straight-line basis over the asset’s estimated useful life, as follows: An asset is subject to impairment testing whenever events or changes in circumstances indicate that its carrying value cannot be fully recovered. If the carrying value exceeds the recoverable amount, the asset is written down to reflect the impairment. An asset's recoverable value is the higher of its net sale value or value in use. In measuring value in use, the discount rate used should be the pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate sufficiently independent cash flows, the value is determined in relation to the cash generating unit to which the asset belongs. Impairment losses are charged to the income statement as depreciation, amortization and impairment costs. Impairment is reversed if the reasons cease to apply. When an asset is sold or when its use is no longer expected to produce future economic benefits, it is derecognised, and any loss or gain (calculated as the difference between the sale value and carrying value) is taken to profit or loss for the year the asset is eliminated. 4.6.2.8 / / Equity investments For information on the accounting treatment of equity in- vestments, see section 4.6.2.2 b - Consolidation methods. 4.6.2.9 / / Financial assets The Group classifies financial assets on the basis of the business model used to manage them and the characte- ristics of the contractual cash flows. Depending on the- se conditions, financial assets are then measured at: > Amortized cost; > Fair value through other comprehensive income; > Fair value through profit or loss. Management makes an irrevocable classification upon first-time recognition of the assets. 4.6.2.10 / / Other non-current assets Other non-current assets consist of deferred tax assets, financial assets relating to derivatives, and miscellaneous. Receivables and other financial assets other than derivati- ves, to be held until maturity, are recognised at cost, whi- ch corresponds to the fair value of the initial consideration paid plus transaction costs. The initial value recognised is subsequently adjusted to take account of the reimburse- ment of principal, any impairment losses, and amortisa- tion of the difference between the redemption value and the initial carrying value. Amortisation is charged at the effective interest rate, corresponding to the rate which, upon first-time recognition, makes the present value of projected cash flows equal to the initial carrying amount (amortised cost method). 4.6.2.11 / / Inventory Inventory is measured at the lower of cost and market va- lue (which corresponds to fair value net of selling costs). The cost of inventory includes all purchase, transforma- tion and other costs incurred to bring the inventory to its present location and condition. Given the nature of the Group's inventory, the specific cost method is used. 4.6.2.12 / / Trade and other receivables Receivables are initially recognised at amortised cost, which coincides with face value, and are subsequently reduced for any impairment. For trade receivables, an impairment provision is made when there is an objective indication (e.g. the likelihood of insolvency or significant financial problems for the debtor) that the Group will not be able to recover all amounts due under the original ter- ms and conditions. The carrying amount of the receivable is reduced by means of a separate provision. Impaired re- ceivables are written off when they are found to be irre- Wiring, sprinkler system, compressed air Special communication system - phone HVAC system Special plant Fittings Alarm / Security system Office furnishing Personal computers and machines Computer to manage plants Sundry equipment Cash registers and EPD machines Category Rate 10% 25% 15% 25% 20% 30% 12% 25% 20% 15% 20% coverable. Commercial discounts on periods for which the revenue has already accrued are accounted for as forgiveness on the basis of IFRS 9, provided that no further contractual changes are negotiated with the customer. In these cases, the receivable is reversed in the amount of the discount granted, with immediate effect on the income statement under "other operating costs," where losses on recei- vables are recognised. 4.6.2.13 / / Cash and cash equivalents Cash and cash equivalents are recognised, depending on their nature, at face value or amortised cost. Cash equiva- lents are defined as short-term, highly liquid investments that are readily convertible to known amounts of cash and subject to an insignificant risk of changes in value, with an original maturity of no more than three months. 4.6.2.14 / / Financial receivables and other current financial assets These consist mainly of financial assets held to maturi- ty. Because under the Group's standard business model, they are held for the purpose of collecting contractual cash flows, they are initially measured at cost, and subse- quently at amortised cost. The initial valuation is at cost, and the subsequent at amortised cost. Their value is re- duced in consideration of expected losses, using infor- mation available without unreasonable effort or expense, including past events and current and prospective data. Such impairment losses are recognised in the income sta- tement, as are any impairment reversals. Assets and liabilities held for sale are those whose value will be recovered principally through sale as opposed to use. This category applies when the sale is considered to be highly likely and the assets and liabilities are available for sale immediately in their present condition. Such as- sets are recognised at the lower of cost and fair value net of costs to sell. Any liabilities relating to business divisions held for sale are accounted for separately, under liabilities associated with assets held for sale. Any impairment losses recognised via application of this policy are recognised in the income statement, both in the case of write-down for alignment with fair value and in that of gains and losses stemming from subsequent chan- ges in fair value. 4.6.2.15 / / Financial liabilities Financial liabilities consist of borrowings, trade payables and other payables. They are initially recognised at cost, corresponding to fair value including transaction costs; subsequently, they are carried at amortised cost which corresponds to their initial value, net of principal reimbursed, and adjusted upward or downward for the amortisation of any differen- ces between initial value and value at maturity (using the effective interest method). If payment estimates are revi- sed, with the exception of lease liabilities, the adjustment is recognised in the income statement. Lease liabilities as of the start date of the lease are calcu- lated as the present value of payments due, discounted to present value using the implied interest rate of the lease or, where this cannot be easily determined, the marginal financing rate. The payments included in the computation of lease liabilities are: (a) fixed payments; b) variable pay- ments linked to an index or rate; (c) amounts expected to be paid to guarantee the remaining balance; (d) the exercise price of any purchase option, if the duration of the lease takes this into account; and e) any penalties for termination of the lease, if the duration takes this into ac- count. After the start date, lease liabilities are adjusted for: (a) financial charges recognized in the income statement; b) payments made to the lessor; and (c) any new assessmen- ts or changes in the lease agreement or revised assump- tions regarding payments due. 4.6.2.16 / / Provisions for risks and charges General provisions cover liabilities of a definite nature that are certain or likely to arise, but whose amount or timing were unknown at the close of the year. Provisions are recognized when they cover a present obligation (legal or constructive) that stems from a past event, if settle- ment of the obligation will likely involve an outflow in an amount that can be reliably estimated. The provision co- vers the best estimate of the amount the company would pay to settle the obligation or transfer it to third parties at the end of the reporting period. If the effect is signifi- cant, provisions are determined by discounting projected cash flows at a pre-tax rate that reflects current market assessments of the time value of money. When cash flows are discounted, the increase in the provision due to the passing of time is recorded as a financial charge.
Page 110
219 218 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS 4.6.2.17 / / Employee benefits Employee severance indemnities, which are mandatory for Italian companies pursuant to Law 297/1982 (tratta- mento di fine rapporto or TFR), qualify as defined benefit plans and are based, among other factors, on employees' working lives and on the compensation they receive du- ring a pre-determined period of service. The liability for a defined benefit plan, net of any assets servicing the plan, is determined on the basis of actuarial assumptions and is recognized on an accrual’s basis consistently with the amount of service required to receive the benefits; the liability is measured by independent actuaries. Gains and losses arising from the actuarial calculation are taken to a specific reserve in the statement of comprehensive inco- me under "other comprehensive income." The Group does not offer compensation in the form of share-based pay - ments, as employees do not render services in exchan- ge for shares or options on shares. In addition, the Group does not offer employee incentive plans in the form of share participation instruments. 4.6.2.18 / / Revenue Revenue is recognised to the extent the Group is likely to enjoy the economic benefits and the amount can be reliably determined. It is shown at the market value of the consideration received, net of discounts, rebates and ta- xes. The following recognition criteria must always be sa- tisfied before revenue is posted to the income statement. > Rent and business lease revenue Rental income and business lease revenue from the Group's freehold and leasehold properties is recorded on an accrual basis, according to the rental and leasing con- tracts in force. Variable rent is recognised in the income statement when the event or circumstance triggering a payment happens. > Service income Service income is recorded with reference to the state of completion of the transaction and only when the outcome of the service can be reliably estimated. > Revenue from property sales Revenue from property sales is recognized in profit or loss upon transfer of ownership or, for lease-to-own agre- ements, when the property is delivered. 4.6.2.19 / / Costs Costs are recognized on an accruals' basis. 4.6.2.20 / / Interest Interest income and expense is recorded on an accruals basis with reference to the net value of the financial assets and liabilities concerned, using the effective interest rate. 4.6.2.21 / / Income taxes a) Current taxes Current tax liabilities for the present and previous years are measured as the amount expected to be paid to the tax authorities. The tax rates and laws used to calculate that amount are those that have been enacted or substan- tively enacted by the balance sheet date. Other taxes not related to income, such as those on property and capital, are booked to operating expenses. In calculating taxes for the year, the Company took into account the IAS rules introduced by Law 244 of 24 De- cember 2007, in particular the reinforced principle of de- rivation established by Art. 83 of TUIR (Testo unico delle imposte sui redditi, the Italian Consolidated Income Tax Code). The standard provides that entities that have adop- ted the international accounting standards should follow the IAS criteria for qualification, temporal allocation, and classification in the financial statements, including when they depart from the provisions of TUIR. For IRES (imposta sul reddito delle società, corporate in- come tax) purposes, the Company consolidates taxation in Italy with its main subsidiaries. b) Deferred taxes Deferred taxes are calculated on temporary differences existing at the reporting date between the value of assets and liabilities for tax purposes and the value reported in the statement of financial position. Deferred tax liabilities are recognised on all taxable tem- porary differences, except when they derive from the ini- tial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss). Deferred tax assets are recognised for all deductible tem- porary differences to the extent that it is probable that ta- xable profit will be available against which the deductible temporary differences can be utilised, except when the deferred tax asset associated with the deductible tempo- rary differences derives from the initial recognition of an asset or liability in a transaction that is not a business com- bination and that, at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss). The carrying value of a deferred tax asset is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow the benefit of part or all of that deferred tax asset to be utilised. Unrecognised deferred tax assets are also reviewed at the end of the reporting period and are recognised to the extent that it becomes probable that sufficient taxable profit will be available. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on current tax rates and those in effect or substantively in effect by the end of each reporting, and considering the manner in which the temporary differences are expected to be reversed. Income taxes relating to items that are credited or charged directly to equity are also charged or credited directly to equity and not to profit or loss. 4.6.2.22 / / Earnings/(loss) per share As requested by IAS 33 (par. 66), the income statement presents the basic and diluted earnings/(loss) per share for profit or loss from continuing operations attributable to the equity holders of IGD SIIQ S.p.A. The information is provided on the basis of consolidated figures only, as provided for by IAS 33. Basic earnings/(loss) per share is calculated by dividing profit or loss attributable to ordinary equity holders of IGD SIIQ S.p.A. by the weighted average number of shares outstanding during the period. Diluted earnings/(loss) per share is calculated by dividing profit or loss attributable to ordinary equity holders of the parent by the weighted average number of shares out- standing, in accordance with paragraphs 19 and 26, plus the weighted average number of shares that would be is- sued on the conversion of all dilutive potential ordinary shares into ordinary shares. Dilutive potential ordinary shares shall be deemed to have been converted into ordi- nary shares at the beginning of the period or, if later, the date of the issue of the potential ordinary shares. 4.6.2.23 / / Derecognition of financial assets and financial liabilities a) Financial assets A financial asset (or, where applicable, part of a financial asset or part of a group of similar financial assets) is de- recognized when: > The rights to receive cash flows from the asset have expired; > The Group still has the right to receive cash flows from the asset, but has a contractual obligation to pay these immediately and in full to a third party; > The Group has transferred the right to receive cash flows from the asset and (a) has transferred substantially all risks and rewards of ownership of the financial asset or (b) has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. If the Group has transferred the right to receive cash flows from an asset and has neither transferred nor retained substantially all of the risks and rewards or has not lost control of the asset, then the asset is recognized to the extent of the Group's continuing involvement. Continuing involvement, which takes the form of a guarantee on the transferred asset, is recognized at the lower of the initial carrying value of the asset and the maximum amount that the Group could be required to pay. b) Financial liabilities A financial liability is derecognised when the underlying obligation is expired, cancelled or discharged. Where a financial liability is exchanged for another one with the same lender but with substantially different terms, or the- re has been a substantial modification of the terms of an existing financial liability, this transaction is accounted for as the derecognition of the original financial liability and the recognition of a new financial liability, with any dif- ferences between carrying values recognised in profit or loss. 4.6.2.24 / / Translation of foreign currency items IGD's functional and reporting currency is the euro. Tran- sactions in foreign currencies are initially translated at the exchange rate in force on the transaction date. Assets and liabilities in foreign currencies are translated at the exchange rate in force on the last day of the reporting period and the related exchange gains and losses are duly recognised in the income statement. Any net gain that arises flows into a reserve that cannot be distributed until the gain is realised. 4.6.2.25 / / Derivative financial instruments The Group holds derivative financial instruments for the purpose of hedging its exposure to the risk of interest rate changes affecting specific recognized liabilities. In accor- dance with IFRS 9, derivative financial instruments used
Page 111
221 220 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS for hedging qualify for hedge accounting only if: a) At the inception of the hedge there is formal designa- tion and documentation of the hedging relationship; b) The hedge is expected to be highly effective; c) The effectiveness of the hedge can be reliably measu- red; d) The hedge is highly effective throughout the financial reporting periods for which it was designated. All derivative financial instruments are measured at fair value. When the financial instruments qualify for hedge accounting, the following rules apply: Cash flow hedge - If a financial instrument is designated as a hedge against exposure to variations in the cash flows of a recognized asset or liability or a forecast tran- saction that is highly probable, the effective portion of the gain or loss from remeasuring the instrument at fair value is recognized in a separate equity reserve. The cumulative gain or loss is reversed from the equity reserve and tran- sferred to profit or loss the same year that the effects of the hedged transaction are recognized in profit or loss. The ineffective portion of the gain or loss on the hedging instrument is recognized in profit or loss. If a hedging in- strument is closed but the hedged transaction has not yet taken place, the cumulative gains and losses remain in the equity reserve and are restated to profit or loss when the transaction is realized or when a loss in value occurs. If the transaction is no longer expected to occur, the unrealized gains or losses still recognized in the equity reserve are immediately reclassified to profit or loss. If hedge accounting does not apply, the gains or losses arising from measurement at fair value of the derivative financial instrument are recognized directly to profit or loss. 4.6.2.26 / / Parent company SIIQ status A company with SIIQ (Società di Investimento Immobi- liare Quotata) status, applicable to the parent company since 1 January 2008, can exclude rental income and the equivalent for the purposes of IRES (corporate income tax) and IRAP (regional business tax) (see also section 2.8 of the Directors' report to Gruppo IGD’s consolidated financial statements). At 31 December 2025, as at the end of previous years, IGD SIIQ satisfied both the “asset test” and the “profit test” required to retain SIIQ status. In accordance with the SIIQ rules, the Company does maintain marginal operations other than property rental and equivalent activities (“taxable operations”). Therefore, income from taxable operations has been subject to the standard rules of corporate income compu- tation, while the SIIQ rules have been followed for income from exempt operations. To determine the results of separate operations, subject to different accounting and tax treatment in accordance with paragraph 121 of Law 296/2006, IGD SIIQ S.p.A. has kept separate accounts for exempt rental and equivalent activities and taxable marginal activities. Income from exempt operations, therefore, includes re- venue and costs typical of the property rental business, as well as those typical of operations considered to be equivalent. Likewise, revenue and costs stemming from the Com- pany’s remaining activities have been allocated to taxable operations. Due to changes to the SIIQ rules introduced by Law 164 of 11 November 2014 ("Conversion into law, with amendmen- ts, of Decree 133 of 12 September 2014"), capital gains and losses on rental properties (whether realised or implicit in fair value measurements) are also included in exempt operations. In accordance with paragraph 121 of Law 296/06 and with the clarifications contained in Agenzia delle Entrate (Ita- lian Revenue Agency) Circular 8/E of 7 February 2008, general, administrative and financial costs that cannot be directly attributed to exempt or taxable operations or al- located on the basis of objective parameters have been split according to the ratio of exempt revenue/income/ dividends to total revenue/income/dividends. As for properties (owned or held on the basis of other ri- ghts in rem) forming part of rental package deals, the ac- curate and objective determination of the portion of fees pertaining to the real estate component has been ensured by making the exempt/taxable allocation on the basis of an expert appraisal to quantify the fair value of fees at each property that pertain to rent. Likewise, the costs common to package deals as a whole (such as shopping centre promotion and advertising co- sts) have been allocated to exempt and taxable opera- tions in the same proportions used for rent. In this specific case, such a policy was deemed to be more reliable and objective than an allocation based on the Company’s total revenue. Since these costs relate directly to the package deals and not to IGD's operations as a whole, their corre- lation with contractual fees is immediate and objective. 4.6.3 / / Use of estimates The preparation of the consolidated financial statements and notes in accordance with IFRS requires Management to follow accounting policies and methods that, in some cases, depend on difficult subjective quantifications and estimates based on experience, and assumptions that are considered reasonable and realistic on a case-by-case ba- sis. These affect the carrying values of assets and liabi- lities and disclosures of contingent assets and liabilities as of the reporting date. Estimates and assumptions are reviewed on a regular basis and any changes are reflected immediately in profit or loss. Because assumptions about future performance are highly uncertain, actual results may differ from those forecast and may require sizable adjustments that cannot presently be foreseen or estima- ted. The critical valuation processes and key assumptions used by management in the process of applying IFRS that may significantly impact the amounts presented in the con- solidated financial statements or that may in the future lead to material differences with respect to the carrying amount of assets and liabilities are summarised below. > Investment property and inventory The real estate portfolio is appraised twice a year, at 30 June and 31 December, by independent external firms se- lected on the basis of the following criteria: (i) recognised European-level qualifications, (ii) specialised expertise in the retail segment, and (iii) reputability and independen- ce. Independent appraisers are appointed by resolution of the Board of Directors. In line with recommendations from the supervisory autho- rities and the various industry best practices, the Group has long followed a specific procedure that governs the rules for selecting independent appraisers and handling the information flows used in the process of appraising the properties’ fair value. To appraise the real estate portfolio at 31 December 2025, the following independent firms were selected: (i) CBRE Valuation S.p.A., (ii) KROLL Advisory S.p.A., (iii) Cushman & Wakefield LLP, and (iv) Jones Lang LaSalle S.p.A. Given their specialised expertise in the retail segment, the Com- pany believes that the findings and assumptions used by the independent appraisers are representative of the re- ference market. The properties in the portfolio are appraised individually, using for each one the appraisal techniques specified be- low in accordance with IFRS 13. According to IFRS 13, an entity should use valuation tech- niques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and mi- nimising the use of unobservable inputs. Fair value is me- asured on the basis of observable transactions in an acti- ve market, and is adjusted, if necessary, to take account of the specific characteristics of the individual real estate investment. If that information is not available, to determi- ne the fair value of an investment property, the Company uses the discounted cash flow method (over a variable period of time depending on the duration of outstanding leases) relating to the future net rental income from the property. At the end of that period, it is assumed that the property will be sold at a value obtained by capitalising the final year’s rental income at an applicable market rate of return for similar investments. The appraisal methods used, as specified in the individual appraisal reports, are as follows: > For malls and retail parks, offices, hypermarkets and supermarkets: discounted cash flow (DCF) method based on actualization of future net rental income for the next “n” years. According to this method, at the end of the gi- ven period it is assumed that the property will be sold at a value obtained by capitalising the final year’s net rental income at an applicable market rate of return for similar investments; > For construction in progress (extensions and new con- structions): transformation method, based on the di- scounting of future rental income for the property net of construction costs through to completion and other expenses. With the DCF method, the market value of an investment property is the sum of the present values of the net cash flows it will generate for a number of years depending on the duration of the outstanding contracts. During the period, when the contracts expire, the rent used to com- pute revenue is replaced with the estimated rental value (ERV) determined by the appraiser, taking account of the contractual rent received, so that in the final year of the DCF revenue consists entirely of ERV. At the end of the period, it is assumed that the property will be sold at a value obtained by capitalising the final year’s rental inco- me at an applicable market rate (gross cap out rate) for similar investments.
Page 112
223 222 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS With the transformation method, the market value of a property in the planning or construction phase is calcu- lated by discounting the future income from renting the property, net of construction and other costs to be incur- red, for a number of years depending on the duration of the project. At the end of the period, it is assumed that the property will be sold at a value obtained by capitali- sing the final year’s rental income at an applicable market rate (gross cap out rate) for similar investments. In both methods, based on the discounting of future inco- me, the key elements are: 1) The amount of net cash flow: a) For finished properties: rent received less property co- sts; b) For construction in progress: estimated future rent less construction costs and property costs. 2) The distribution of cash flows over time: a) For finished properties: generally even distribution over time; b) For construction in progress: construction costs come before future rental income. 3) The discount rate; 4) The gross cap out rate. In appraising the different types of properties in the real estate portfolio, the independent experts base their con- siderations primarily on: 1) Information received from IGD SIIQ, as follows: (i) For finished properties: data on the rental status of each unit in each shopping center, as specified in the Company’s internal procedure; property taxes; insuran- ce and operating costs for the shopping centers; and any likely incremental costs; (ii) For construction in progress: the start and end dates of the work, the status of building permits and authori- zations, remaining costs, the state of progress, the rib- bon-cutting date and projected rentals. 2) Assumptions used by the independent appraisers, such as inflation, discount rates, cap out rates and ERVs, de- termined through their own professional judgment upon careful observation of the market. The following are taken into account when determining the capitalization and di- scounting rates used to value individual properties: > The type of tenant currently occupying the property or responsible for complying with rental obligations and the possible future occupants of vacant properties, as well as the market’s general perception of their creditworthiness; > The division of responsibilities for insurance and main- tenance between the lessor and the lessee; > The remaining economic life of the property. The information provided by IGD to the independent appraisers and the latters’ assumptions and appraisal methods are approved by the head of Real Estate Deve- lopment and Management, who is responsible for orga- nizing and coordinating the appraisal and for monitoring and verifying results before they are incorporated into the financial statements. The entire process is governed in de- tail by IGD SIIQ’s internal procedure. Disclosures on the fair value hierarchy are provided below in accordance with IFRS 13. The fair value hierarchy clas- sifies into three levels the inputs to valuation techniques used to measure fair value. It gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1 inputs) and the lowest priority to unobservable inputs (Level 3 inputs). Specifically: > Level 1 inputs are quoted prices (unadjusted) in acti- ve markets for identical assets or liabilities that the entity can access at the measurement date. > Level 2 inputs are inputs other than quoted prices in- cluded within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability. Level 2 inputs include the following: (a) Quoted prices for similar assets or liabilities in active markets; (b) Quoted prices for identical or similar assets or liabili- ties in markets that are not active; (c) Inputs other than quoted prices that are observable for the asset or liability, for example: (i) Interest rates and yield curves observable at commonly quoted intervals; (ii) Implied volatilities; and (iii) Credit spreads; (d) Market-corroborated inputs. > Level 3 inputs are unobservable inputs for the asset or Total Real Estate Investments in Italy Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) FAIR VALUE MEASUREMENTS 12/31/2025 Amount in € thousands Significant inputs not observable in the market (Level 3) Significant inputs observable in the market (Level 2) Real Estate Investments in Italy Real Estate Investments in Romania Shopping malls and retail parks Shopping malls Hypermarkets and supermarkets Office Building Other Total Real Estate Investments in Romania Real Estate Investment IGD Group Rights of use (IFRS 16) Rights of use (IFRS 16) Assets held for sale Total rights of use (IFRS 16) Total assets held for sale Assets held for sale Total Real Estate Investments Gruppo IGD valued at Fair Value liability. Gruppo IGD real estate portfolio has been measured ac- cording to Level 3 fair value models as the inputs direct- ly and indirectly unobservable in the market, used in the valuation models, are greater than the observable inputs. The following table shows Gruppo IGD’s investment pro- perty by type, measured at fair value at 31 December 2025. It does not include construction in progress (Porto Grande expansion, listed with assets under construction), which is measured at the lower of cost and appraised market value as opposed to Fair value. The unobservable inputs used to appraise the real estate portfolio (Level 3 of the fair value hierarchy) are as fol- lows: > Discount rate; > Gross cap out rate; > Annual rent per square meter. The unobservable inputs that IGD SIIQ considers most meaningful are the discount rate and the gross cap out rate, as the sensitivity analysis has shown that any chan- ge in those values would have a significant impact on fair value. The following table shows the ranges of unobservable in- puts at 31 December 2025: 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1,383,363 181,692 25,474 1,590,529 89,450 2,900 92,350 1,682,879 4,441 - 4,441 - 1,687,320
Page 113
225 224 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS Total Malls / Retail Parks Total Hyper / Supermkts Total Winmarkt Discount rate 12/31/2025 Gross Cap Out 12/31/2025 Yearly rent ¤/smq 12/31/2025Appraisal method Income based (DCF) Income based (DCF) Income based (DCF) Porfolio Total Malls / Retail Parks Total Hyper / Supermkts Totale Winmarkt Discount rate 12/31/2024 min min min min min min max max max max max max Gross Cap Out 12/31/2024 Yearly rent ¤/smq 12/31/2024Appraisal method Income-based (DCF) Income-based (DCF) Income-based (DCF) Porfolio The discount rates for all property classes are substantial- ly in line. The Group conducts periodic sensitivity analyses on its properties to monitor the impact that changes ("shocks") in the most important unobservable inputs (discount rate and/or gross cap out rate), as a result of macroeconomic trends, would have on the value of its portfolio. Rate shocks of +/-0.5% are tested individually and jointly to determine how they increase/decrease the value of the real estate portfolio by asset class. The sensitivity analysis at 31 December 2025 is reported below. Asset class Hypermarkets and supermarkets Malls and retail parks Other Investment property Romania Total Market value at 12/31/2025 + 0,5 discount rate Market value at 12/31/2025 + 0,5 discount rate + 0,5 Gross cap out Market value atl 12/31/2025 + 0,5 Gross cap out Market value at 12/31/2025 + 0,5 discount rate - 0,5 Gross cap out Market value at 12/31/2025 - 0,5 discount rate Market value at 12/31/2025 - 0,5 discount rate - 0,5 Gross cap out Market value at 12/31/2025 - 0,5 Gross cap out Market value at 12/31/2025 - 0,5 discount rate + 0,5 Gross cap out Regarding the sensitivity of fair value measurements to changes in the main unobservable inputs, fair value would go down for incre- ases in the discount rate and gross cap out rate. Sensitivity analysis at 31 December 2025 Other variables that could reduce fair value are: > An increase in operating costs and/or taxes; > A decrease in rent or in estimated rental value for va- cant space; > An increase in estimated extraordinary charges. Conversely, fair value would go up if these variables chan- ged in the opposite direction. > Recoverable amount of goodwill The recoverable amount of goodwill is determined each year, or more frequently in the case of events or chan- ges in circumstances that may indicate impairment. Im- pairment is identified through tests based on the ability of each cash generating unit to produce cash flows sui- table for recovering the portion of goodwill that has been allocated to it, following the procedures specified in the section on intangible assets. See note 13 (“Goodwill”) for further information. > Recoverable amount of equity investments On the basis of the fund regulations, the recoverable amount of IGD’s investment in the Juice and Food funds is strictly connected to the fair value and sale value of the property investments managed. > Recoverability of deferred tax assets The Group has deferred tax assets on deductible tem- porary differences and theoretical tax benefits for los- ses carried forward. In estimating recoverable value, the Group considered the results of the business plan in kee- ping with those used for impairment testing. > Fair value of derivative instruments The fair value of interest rate swaps for which no active market exists is determined according to market-based quantitative techniques, i.e. accredited pricing models based on parameters taken as of the individual measure- ment dates, also with support from external consultants. This method, therefore, reflects a materiality of the input data consistent with Level 2 of the fair value hierarchy de- fined by IFRS 13: although quoted prices in active mar- kets (Level 1) are not available for these instruments, it is possible to base measurements on data observable either directly or indirectly in the market. > Variable revenue Variable revenue at 31 December is determined based on annual earnings reports from the individual tenants, if available, and otherwise on the basis of monthly reports. > Provision for doubtful accounts The provisions for doubtful accounts reflect losses on receivables estimated by the management. The mana- gement closely monitors the quality of the receivables portfolio and the current and prospective conditions of the economy and reference markets. Estimates and as- sumptions are reviewed regularly, and any changes are reflected in the income statement of the relevant year. > Contingent liabilities The Group recognises a liability for pending disputes and legal actions when it believes that a financial outlay is likely and when the amount of the resulting losses can be reasonably estimated. If a financial outlay becomes possible but its amount cannot be determined, this is reported in the notes to the financial statements. The Group is involved in lawsuits and tax disputes concerning difficult, complex issues that present varying degrees of uncertainty, including with regard to the facts and circumstances of each case, matters of jurisdiction, and different applicable laws. Therefore, it is difficult to reach an accurate prediction of any outlays resulting from these disputes, and the provisions set aside for such matters may vary according to future developments. The Group monitors the status of such litigation and consults with its attorneys and with experts in law and taxation. 4.6.4 / / Segment reporting IFRS 8 defines an operating segment as a component of an entity (i) that engages in business activities from which it may earn revenues and incur expenses, (ii) whose operating results are reviewed regularly by the entity's chief operating decision maker, and (iii) for which discrete financial information is available. Given the nature of its activities, the Group has three main operating segments: Core business properties, services, and trading. For a more in-depth description of the core real estate and services segments, see section 2.1.1. Information on the trading segment is provided in the Directors' Report with reference to the Porta a Mare project. These segments also represent the highest levels of performance analysis by Group management. In accordance with IFRS 8, the income statement and the statement of financial position are broken down below by 6.90% 6.47% 8.50% 6.63% 6.68% 7.04% 6 95 36 12.00% 8.05% 10.30% 14.92% 10.82% 25.38% 496 198 220 7.00% 6.59% 8.50% 6.68% 6.68% 7.18% 6 94 36 12.00% 8.13% 10.60% 14.23% 7.62% 26.57% 522 195 214 (41,266) 41,903 (43,682) 49,567 (82,937) 93,789 7,122 (2,821) (5,943) 6,133 (7,174) 8,556 (12,790) 15,085 2,308 (1,311) (1,083) 1,183 (597) 704 (1,654) 1,921 (433) 534 (3,619) 3,784 (2,782) 3,210 (6,270) 7,220 (551) 590 (51,910) 53,003 (54,235) 62,037 (103,651) 118,015 8,445 (3,008)
Page 114
227 226 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS Total revenues and operating income Change in work in progress inventories (Depreciation and provisions) Change in fair value - increases / (decreases) Total depreciation, provisions, impairment and change in fair value OPERATING RESULT G&A expenses (b) Direct costs (a) (Impairment) / Reversals on work in progress inventory Total operating costs (a)+(b) Services 31-dec-2531-dec-25 31-dec-25 31-dec-25 31-dec-2531-dec-2431-dec-24 31-dec-24 31-dec-24 31-dec-24 “Porta a Mare” Project Unshared TotalCore Business PropertiesIncome Statement operating segment, followed by a geographical breakdown of revenue from freehold properties. Investment property Intangible assets Equity investments Funds Assets under construction Other tangible assets NWC Sundry payables and other non current liabilities Non current assets held for sale Sundry receivables and other non current assets Net deferred tax (assets)/ liabilities Net (assets) liabilities for derivative instruments Net invested capital Services “Porta a Mare” Project Unshared TotalCore Business PropertiesBalance Sheet Lease and rental income Temporary revenues One-off revenues Other rental income Total Center - South - Islands Abroad TotalNorthRevenues from freehold properties 31-dec-2531-dec-25 31-dec-25 31-dec-25 31-dec-2531-dec-2431-dec-24 31-dec-24 31-dec-24 31-dec-24 31-dec-2531-dec-25 31-dec-25 31-dec-2531-dec-2431-dec-24 31-dec-24 31-dec-24 9,506 8,218 0 0 (6,560) (6,469) 0 0 (6,560) (6,469) 0 (35) 0 0 0 00 0 0 (35) 2,946 1,714 2,101 2,276 (2,626) (1,184) 0 (1,340) 0 0 0 (1,340) 0 0 (251) (846) (251) (846) (776) (1,094) 0 0 0 0 0 0 (15,621) (13,489) (15,621) (13,385) 0 0 0 0 0 0 0 0 (15,621) (13,385) 140,789 145,249 (2,626) (1,184) (25,659) (28,866) (15,621) (13,489) (41,280) (42,355) (3,891) (3,348) (224) (732) 3,385 (31,141) (730) (35,221) 96,153 66,489 129,182 134,755 0 0 (19,099) (21,057) 0 0 (19,099) (21,057) (3,891) (3,313) 27 114 3,385 (31,141) (479) (34,340) 109,604 79,358 0 0 0 0 1,215 1,262 58 71 0 0 0 0 0 0 2,695 1,275 (1,966) (1,601) 0 0 0 0 0 0 2,002 1,007 0 0 0 0 0 0 0 0 0 0 0 0 0 0 18,840 20,484 0 (48) (4,039) (4,039) 0 2,559 0 0 14,801 18,956 0 0 0 0 498 578 6,830 6,798 0 0 166 140 22 22 (3,513) (962) (3,176) (2,786) (1,314) (1,103) 0 397 482 (1,594) (5) 1,490 1,687,320 1,671,834 2,512 2,484 7,284 7,481 8,292 9,037 0 8,520 166 140 103,313 106,005 480 4,411 (8,970) (10,645) (10,930) (10,823) (8,025) (10,103) 482 (1,594) 1,781,924 1,776,747 1,687,320 1,671,834 2,512 2,484 5,571 5,641 1,404 2,168 0 8,520 0 0 1,765,126 1,755,294 0 0 103,291 105,983 (17,542) (16,386) (3,828) (6,210) (5,577) (5,681) (8,025) (13,059) 44,278 44,863 (315) 0 1,549 1,372 1,214 1,305 46,726 47,540 61,397 65,001 (176) 18 2,736 2,459 537 143 64,494 67,621 8,948 10,152 -94 0 0 0 28 23 8,882 10,175 114,623 120,016 (585) 18 4,285 3,831 1,779 1,471 120,102 125,336
Page 115
229 228 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS 4.6.5 / / Notes to the consolidated financial statements > NOTE 1) REVENUE AND OTHER INCOME Revenue Note Revenues from third parties Other revenue Revenues from related parties Other revenues from third parties Other revenues from related parties Revenues from property sales Operating revenues At 31 December 2025, Gruppo IGD achieved total reve- nues of €140,789 thousand, including €2,101 thousand in trading revenues for the sale of 5 residential units and 6 garages in the Officine Storiche residential sub-area. The decrease compared to the previous financial year, equal to €4,460 thousand, is essentially attributable to the real estate sale transaction completed in April 2024, the sales of five malls from the Romanian portfolio which took place during 2025 and the lower trading revenues only partially offset by the increase in Other income. See the notes below for details. Freehold hypermarkets - Rents and business leases from related parties To related parties To related parties To related parties of which related parties Other contracts and temporary rents To related parties Note Freehold supermarkets – Rents and business leases from related parties Freehold hypermarkets - Rents and business leases from third parties To third parties To third parties To third parties of which third parties Other contracts and temporary rents - related parties To third parties Freehold supermarkets – Rents and business leases from third parties TOTAL HYPERMARKETS / SUPERMARKETS Freehold malls, offices and city center Leasehold malls Rents Rents Business leases GRAND TOTAL Other contracts and temporary rents TOTAL MALLS Business leases > NOTE 1.1) REVENUE 12/31/2025 1 2.1 2.2 12/31/2024 Change 12/31/2025 12/31/2024 Change 129,182 134,755 116,537 117,661 12,645 17,094 9,506 8,218 5,078 4,194 4,428 4,024 2,101 2,276 140,789 145,249 (5,573) (1,124) (4,449) 1,288 884 404 (175) (4,460) 11,135 15,443 1,768 1,620 0 102 0 73 12,903 17,238 102,197 103,406 19,138 20,590 220 526 18,918 20,064 83,059 82,816 824 709 82,235 82,107 8,626 8,900 509 502 0 36 509 466 8,117 8,398 206 204 7,911 8,194 5,456 5,211 5,196 5,137 260 74 116,279 117,517 129,182 134,755 12,645 17,094 116,537 117,661 a.1 a.2 a.3 a.3 a b.1 b.2 b.3 a+b b (4,308) 148 (102) (73) (4,335) (1,209) (1,452) (306) (1,146) 243 115 128 (274) 7 (36) 43 (281) 2 (283) 245 59 186 (1,238) (5,573) (4,449) (1,124)
Page 116
231 230 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS Other income increased by €1,288 thousand on the pre- vious year, thanks primarily to the following factors: > Increase of contingent assets by €212 thousand mainly relating to the recovery of costs no longer due and the recognition of unexpected positive components; > Increase of revenues from rental and asset manage- ment by €109 thousand thanks to the strengthening of direct management activity on leasehold properties; > Increase in other revenues by €453 thousand, mainly relating to the compensation of €372 thousand, deriving from the settlement agreement with CMC and IIS, for the definition of the various ongoing disputes relating to the Katanè shopping centre; > Increase in revenues from related parties, totalling €404 thousand, relating to management, marketing and asset management mandates and rentals. > NOTE 2.1) OTHER INCOME Revenues from shopping malls decreased by €1,238 thou- sand, as also revenues from hypermarkets/supermarkets by €4,335 thousand. Revenues from rentals and business leases in freehold malls, offices and city centres, towards third parties, de- creased by €1,238 thousand due to the disposals of 5 mal- ls in the Romanian portfolio which took place during 2025 and the contribution of 2 malls to the Food real estate fund completed in April 2024. Revenues from rentals and business leases in freehold malls, offices and city centres to third parties recorded a decrease of €1,018 thousand. Revenues from the rental of freehold hypermarkets and supermarkets decreased by €4,335 thousand compared to the previous financial year, mainly due to the contribu- tion of 8 hypermarkets and 3 supermarkets to the Food real estate fund completed in April 2024. Variable lease revenue amounts to roughly 1.11% of the Group's total revenue. The Group does not generate more than 10% of its turno- ver with any one customer. Further details of trends in revenue can be found in Section 2.2.1 (Income statement review) of the Directors’ Report. Revenues from the sale of properties in 2025, referring to the Porta a Mare project and amounting to €2,101 thou- sand, refer to 5 residential units and 6 parking spaces in Officine Storiche. At 31 December 2024, 4 residential uni- ts and 5 parking spaces had been sold. As of 31 December 2025, 39 deeds of sale and 2 prelimi- nary contracts (the deed for which is scheduled for the first half of 2026) were signed, over a total of 42 residen- tial units, for the Officine Storiche sub-area. > NOTE 2.2) INCOME FROM THE SALE OF TRADING PROPERTIES > NOTE 3) SERVICE COSTS 12/31/2025 12/31/2024 Change 12/31/2025 12/31/2024 Change Out-of-period income/charges 257 45 3,088 3,114 628 519 380 310 220 154 505 52 5,078 4,194 3,562 3,374 139 124 727 526 4,428 4,024 9,506 8,218 212 (26) 109 70 66 453 884 188 15 201 404 1,288 Facility management revenues Pilotage and construction revenues Portfolio and rent management revenues Facility management revenues from related parties Marketing revenues Marketing revenues vs related parties Other income Other income from related party Other revenues from third parties Other revenues from related parties Other revenue Service costs from third parties Service costs from related parties 13,728 15,672 293 293 165 163 88 138 1,756 2,890 1,609 2,881 257 738 1,105 1,183 250 322 1,352 1,026 220 263 539 492 88 17 1,319 1,421 411 425 144 207 0 187 0 (19) 4,132 3,045 4,878 3,904 (1,944) 0 2 (50) (1,134) (1,272) (481) (78) (72) 326 (43) 47 71 (102) (14) (63) (187) 19 1,087 974 Paid rents Utilities Centers management expenses for vacancies Directors' and statutory auditors' fees Consulting Promotional and advertising expenses Professional fees Centers management expenses for ceiling to tenants' costs External auditing fees Real estate appraisals fees Facility management administration costs Investor relations, Consob, Monte Titoli costs Maintenance and repair expenses Insurances Shopping center pilotage and construction costs Other costs of services Out-of-period income/charges Co-marketing expenses
Page 117
233 232 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS Service costs decreased by €970 thousand compared to the previous year. The decrease in costs for third-party services, amounting to € 1,944 thousand, is mainly due to the decrease in shopping centre management costs for vacant units and co-marketing costs including in relation to the sale to the Food Fund already described above. Related party service costs increased by €974 thousand, primarily as a result of the decrease in co-marketing costs and IT services. The item “cost of labour” shows a slight increase compa- red to the previous financial year. The increase is mainly attributable to the growth in the fixed and variable components of remuneration and the consequent increase in social security contributions. > NOTE 4) COST OF LABOR Wages and salaries Social security Other costs Severance pay Cost of labour The workforce is broken down by category below: Executives Total Middle managers Junior managers Clerks Other operating costs decreased compared to the pre- vious year, mainly due to lower IMU (property tax) char- ges following the sale to the Food Fund of a real estate portfolio consisting of 8 hypermarkets, 3 supermarkets and 2 shopping malls, and losses on receivables, only par- tially offset by the increase in other costs, relating to the payment, made in February 2025, of a penalty of €1 mil- lion by IGD SIIQ S.p.A. to the fund that owns the Galleria Fonti del Corallo, as consideration for exercising the op- tion for early termination of the lease agreement signed in 2014, with termination scheduled for February 2026. > NOTE 5) OTHER OPERATING COSTS IMU / TASI / Property tax Membership fees Other taxes Out-of-period income / changes Other costs Other operating costs Contract registrations Fuel and tolls Losses on receivables 12/31/2025 12/31/2024 Change 12/31/2025 12/31/2024 Change 12/31/202412/31/2025 12/31/2025 12/31/2024 Change 9,699 8,343 2,525 2,219 461 531 398 228 13,083 11,321 1,356 306 (70) 170 1,762 5 6 27 27 73 73 64 63 169 169 6,886 7,491 126 99 310 404 83 77 122 102 387 791 313 313 1,123 147 9,350 9,424 (605) 27 (94) 6 20 (404) 0 976 (74) Service costs Directors' and statutory auditors' fees Out-of-period income/charges Repairs and maintenance expenses Co-marketing expenses Centers management expenses for ceiling to tenants' costs Centers management expenses for vacancies Insurances Consulting Professional fees 0 24 0 5 10 63 1,718 1,377 2,493 1,313 32 46 102 (20) 131 0 0 0 16 0 0 1 543 928 18,606 19,576 (24) (5) (53) 341 1,180 (14) (29) (20) (16) 0 (1) (385) (970) Service Pilotage and construction costs Promotional and advertising expenses
Page 118
235 234 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS > NOTE 7) DEPRECIATION, AMORTIZATION, PROVISIONS AND CHANGE IN FAIR VALUE Amortization of intangible assets Amortization of tangible assets Provisions for risks Depreciations, amortization and provision Provisions for doubtful accounts (Impairment losses) / Reversals on work in progress and inventories Change in fair value Depreciation, amortization, provisions, impairment and change in fair value Amortisation of intangible assets increased €125 thou- sand mainly for the amortisation of the integrated ac- counting, management and treasury system and of the new HR management software. Depreciation of tangible assets increased following in- vestments for equipment purchased during the previous year at the new Officine Storiche mixed-use complex. Other provisions were made to cover the likely charges arising from the estimated outcome of three IMU dispu- tes regarding La T orre, shopping centre in Palermo (€81 thousand), the Esp shopping centre in Ravenna (€56 thousand) and the Tiburtino shopping centre in Guidonia (€687 thousand). In addition, €191 thousand were alloca- ted to provisions during the year for IGD’s share of works to be carried out at Centro Lame and Clodì shopping cen- tres, sold in 2024. As of 31 December 2025, net allocations for doubtful ac- counts totalled €642 thousand, decreasing from €1.136 as of 31 December 2024. Net provisions in Italy amount to €577 thousand and consist of gross provisions for €1,361 thousand and use of provisions in income statement of €784 thousand. During 2025, provisions concerning new positions pending litigation amounted to €561 thousand, while the increase in provisions following the invoicing of the period on impaired positions from prior-years was €800 thousand. The item "(Impairment losses)/reversals on work in pro- gress and inventory" (negative by €224 thousand) inclu- The change in work in progress inventory relating to the land, buildings, and urban infrastructure works of the mul- tifunctional complex in Livorno was negative by €790 thousand at 31 December 2025, and refers to work carried out during the year for the implementation of the Officine sub-area residential complex and works concerning the Molo, Lips and Arsenale sub-areas for €251 thousand net of the sales of residential units (for further details please see Note 22). Construction costs of the period Change in inventories for disposal Change in inventory > NOTE 6) CHANGE IN WORK IN PROGRESS INVENTORY AND REALISATION COSTS > NOTE 8) INCOME/(LOSS) FROM EQUITY INVESTMENTS AND ASSET DISPOSALS As described in more detail in paragraph 2.5 “Significant events during the year” of the Directors' Report, during 2025, the subsidiary Win Magazin S.A. signed five definiti- ve contracts for the sale of as many shopping centres, for total considerations of approximately €21.8 million. In all transfers, the costs of technical adaptation works remain the responsibility of the transferring company. The tran- saction generated an overall negative economic impact of €1,525 thousand, including ancillary costs related to the transaction. The item “Result from management of investments” equal to €2,849 thousand, refers to the impairment of the in- vestment in the Juice Fund. As of 31 December 2024, the result from the management of equity investments and property sales was negative by €29,150 thousand, due to the transfer and subsequent sale and deconsolidation of the real estate portfolio. des impairment (€250 thousand) in the residential Of- ficine, Molo, Lips and Arsenale sub-areas based on the results of appraisals at 31 December 2025 on investments by independent experts only partially compensated by the revaluation (€27 thousand), on the Porto Grande de- velopment project (commented in Note 17), listed with as- sets under construction, to bring the carrying amount into line with the lower of cost and market value as stated in the appraisal of 31 December 2025; Fair value changes, amounting to €3,385 thousand, can be broken down as follows: > An impairment loss of €5,850 thousand on right-of-use assets from application of IFRS 16, including increases for the year; > An impairment loss of €13,514 thousand for extraordi- nary maintenance on the freehold and leasehold proper- ties of Gruppo IGD's Italian companies; > An impairment loss of €472 thousand for extraordinary maintenance on freehold properties of the Romanian sub- sidiary Win Magazin SA; > An impairment loss of €26,612 thousand for the adjust- ment to fair value of the investment property of Gruppo IGD's Italian companies, based on independent appraisals as of 31 December 2025; > An impairment loss of €3,390 thousand for the adjust- ment to fair value of the freehold investment property of the Romanian subsidiary Win Magazin SA, based on the findings of independent appraisals as of 31 December 2025. 12/31/2025 12/31/2024 Change 12/31/2025 12/31/2024 Change Income/(loss) from property sales Result from the deconsolidation of the Food Fund 12/31/2025 12/31/2024 Change Result from the contribution of properties to the Food Fund Losses on disposal of fixed assets Result from the management of equity investments Income/ (loss) from equity investments and asset disposal 251 898 (2,225) (2,082) (1,974) (1,184) (647) (143) (790) (396) (521) (1,379) (812) (2,116) (2,015) (3,891) (3,348) (642) (1,136) (224) (732) 3,385 (31,141) (1,372) (36,357) 125 (567) (101) (543) 494 508 34,526 34,985 0 (1,525) (4,689) 0 0 (38) 0 (24,411) (2,849) (12) (4,374) (29,150) 4,689 (1,525) 38 24,411 (2,837) 24,776
Page 119
237 236 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS Interest expenses on security deposits Interest expenses to Coop Alleanza Financial charges from related parties Interest expenses to banks Financial expenses on bond loans Amortized mortgage loan costs Amortized cost of bond loans Financial charges on leasing IRS spread Bond amortized costs IFRS 16 finance costs Other interests and charges Financial charges from third parties Financial charges Financial charges decreased by €7,681 thousand. Related party financial charges decreased due to the drop of the legal interest rate on security deposits and the tran- sfer to the Food fund of a part of cautionary deposits for the sold properties. Financial charges from third party transactions decreased by €7.633 thousand, mostly as a result of: > Lower financial charges for bond loans resulting from their full repayment in March 2025, as well as the re- duction in the related amortized cost; > Increase in higher interest expense on mortgages, re- sulting from the refinancing transaction concluded in Fe- bruary 2025, and by higher charges for IRS (Interest Rate Swap) contracts, signed to partially hedge the new finan- cing; At 31 December 2025, the average cost of debt (without considering recurring and non-recurring transaction co- sts) was 5.10%, down from 6.04% at 31 December 2024, while the effective average cost of debt went from 7.55%at 31 December 2024 to 6.33%. > NOTE 10) INCOME TAXES Current taxes Deferred tax liabilities/ (assets) Out-of-period income/charges - Provisions Income taxes The overall current and deferred tax effect is negative by €282 thousand as of 31 December 2025, a decrease of €6 thousand compared to the figure as of 31 December 2024. Current taxes amount to €2,928 thousand, an increase of €1,791 thousand compared to the previous year. This change is mainly attributable to the taxes of the Roma- nian subsidiary Win Magazin S.A., to be paid in relation to the sales of properties that took place in 2025. Deferred taxes amounted to €2,574 thousand, an increase of €1,663 thousand on the reference period. The change is mainly attributable to (i) the adjustment of deferred tax liabilities resulting from the change in the fair value of real estate investments held by the subsidiary Win Ma- gazin S.A., operating under the ordinary tax regime, and the sale of the properties in 2025, and (ii) the accounting under IFRS 16 of the rental contract for the shopping mall located inside the «Centro Nova» Shopping Centre. > NOTE 9) FINANCIAL INCOME AND CHARGES Bank interest income Interest income and other income Exchange rate (losses)/ gains Financial income from third parties Interest income from related parties Financial income from related parties Financial Income Financial income overall decreased by €41 thousand compared to the previous financial year, mainly due to the nega- tive change of €196 thousand in the item bank interest income, only partially offset by the increase in exchange rate gains. 12/31/2025 12/31/2024 Change 12/31/2025 12/31/2024 Change 12/31/2025 12/31/2024 Change 138 334 41 50 172 3 0 5 351 387 0 5 351 392 (196) (9) 169 (5) (36) (5) (41) 95 165 117 165 65 99 38,340 35,284 22 0 8,132 3,151 1,188 (2,228) 5,273 18,512 5,007 9,828 60 103 1,122 1,342 542 1,271 59,729 67,362 59,846 67,197 (70) (48) (34) 3,056 22 4,981 3,416 (13,239) (4,821) (43) (220) (729) (7,633) (7,681) 2.928 1.137 (2.574) (911) (72) 62 282 288 1.791 (1.663) (134) (6)
Page 120
239 238 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS Pre-tax profit Difference between value and cost of production Increases: Decreases: Difference between value and cost of production Use of ACE benefit Reconciliation of income taxes applicable to pre-tax profit Theorical tax charges (rate 24%) Theorical IRAP (3.9%) IMU-Property tax Change in tax-exempt income Changes: Taxable income net of losses and ACE benefit Lower current taxes reported directly in net equity Taxable IRAP Income Lower IRAP taxes reported directly in net equity Other increases Use of past losses Decreases Other deductions Income from tax consolidation Current taxes for the year Current IRAP for the year (b) Profit resulting in the income statement Impairment on work in progress and inventories Negative fair value Taxable income Deductible depreciation Positive fair value Increases Other changes Change in tax-exempt income Current IRES for the year Total current taxes (a+b) Size-wise, because it is controlled by Coop Alleanza (the "ultimate parent entity" or UPE), the Group is affected by the new Pillar Two Model Rules. With support from its consultants, the UPE has used provisional 2025 data to determine the scope of application and the potential im- pact of the new rules on the jurisdictions falling within the scope of consolidation, including through use of the transitional safe harbours applicable to the three-year transitional period 2024-2026 as allowed by the OECD guidelines. On the basis of those analyses, the new rules are not expected to have an impact on the Company or the Group, since the safe harbour – routine profit test is fully applicable. As requested by IAS 33 (par. 66), the income statement presents the basic and diluted earnings/(loss) per share for profit or loss from continuing operations attributable to the ordinary equity holders of the group parent. The calculations have been made considering the effects of treasury shares held during the year. The information is provided on the basis of consolidated figures only, as pro- vided for by IAS 33. > NOTE 11) EARNINGS PER SHARE Basic earnings per share Diluted earnings per share Diluted net income/(loss) attributable to the parent company’s shareholders Net Income/(Loss) attributable to the parent company’s shareholders Weighted average number of ordinary shares of purposes of diluted earnings per share Weighted average number of ordinary shares for purposes of basic earnings per share Intangible assets with finite useful lives Intangible assets with finite useful lives DecreaseIncrease01/01/2024 Amortization 12/31/2024 Intangible assets with finite useful lives consist of expen- ses incurred for the design and registration of company trademarks and for business software. Trademarks are amortised over ten years and software over three years. During the year, there were no impairment losses or rever- sals on intangible assets. The increases for the year mainly relate to implementation costs for the integrated accoun- ting, management, and treasury system and the new HR management software. > NOTE 12) INTANGIBLE ASSETS WITH FINITE USEFUL LIVES 12/31/2025 12/31/2024 12/31/202412/31/2025 DecreaseIncrease01/01/2025 Amortization 12/31/2025 32,284 (29,796) 0 0 32,284 (29,796) 792 6,910 0 31,141 224 732 53,170 20,646 (23,418) 10,986 (648) (367) (3,385) (36,889) 0 (28,761) 22,130 11,491 1,751 1,627 2,935 765 17,444 9,099 0 0 2,608 878 0 0 2,608 878 96,329 100,072 3,757 3,903 96,329 100,072 8,429 9,228 (9,779) (13,462) (80,520) (83,544) (6,898) (6,707) 7,561 5,587 0 0 320 259 2,928 1,137 32,002 (30,084) 32,002 (30,084) 110,341,903 110,341,903 110,341,903 110,341,903 0,290 (0,273) 0,290 (0,273) 0 0 281 342 833 1,012 718 833 (396) (521)
Page 121
241 240 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS > NOTE 13) GOODWILL Goodwill Goodwill Increase01/01/2024 Impairments Variation area/extraord. operations Variation area/extraord. operations 12/31/2024 Goodwill has been allocated to the individual cash gene- rating units (CGUs). For each goodwill amount in the financial statements, the Group has indicated the pertinent CGU, distinguishing between: i. goodwill from the purchase of companies with invest- ment property; ii. goodwill from the purchase of business units. The first category consists of goodwill from the purchase of Win Magazin S.A., while the second is made up of go- odwill from the purchase of the business units Winmarkt Management S.r.l., Centro Nova, San Donà, Darsena, Ser- vice, and Fonti del Corallo. Below is the breakdown of goodwill by CGU at the end of 2025 and 2024: Goodwill for Win Magazin refers to the purchase price al- location of the difference between the price paid and the fair value of the assets and liabilities acquired with Win Magazin S.A. The recoverability of the goodwill allocated to this CGU has been analysed on the basis of the proper- ty appraisals by CBRE Valuation S.p.A. and Kroll Advisory S.p.A. in accordance with the criteria described earlier in these notes ("use of estimates"). Specifically, this go- odwill covers the possibility of selling properties owned by the subsidiary (through the equity investment) without incurring taxes. Therefore, recoverability derives from the tax savings that could be achieved from the investment's sale and is measured on the basis of the deferred tax pro- vision covering the higher book value of the property with respect to the tax-deductible amount. Winmarkt Management s.r.l. Darsena Fonti del Corallo Win Magazin S.A. Centro Nova Service Goodwill Goodwill Winmagazin S.A. Impairment Test result Recoverable Amount Carrying Amount Cover/ (Impairment) Centro Nova Darsena Fonti del Corallo Impairment Test result Recoverable Amount Carrying Amount Cover / (Impairment) The impairment tests showed that the goodwill recogni- sed for Win Magazin S.A. is recoverable and therefore no adjustments to that amount are necessary. Goodwill relating to the CGUs: Fonti del Corallo, Centro Nova, Darsena, Service, and Winmarkt Management S.r.l. pertains to business management for properties owned by the Group and third parties, as well as services (facili- ty management) provided at shopping centres owned by the Group and by third parties. Specifically, for goodwill relating to the business units Fonti del Corallo, Centro Nova, and Darsena, the recove- rable amount has been inferred from similar market tran- sactions. For goodwill on Fonti del Corallo, value in use was adjusted to the amount stated in the contract with BNP Paribas for the sale of the retail licenses for the mall, to be finalised in 2026 when the current lease expires. The results of impairment tests are summarised below: The impairment tests showed that the goodwill recogni- sed in the financial statements is recoverable and therefo- re no adjustments are necessary. For the "Service" CGU, the value in use method was used to assess recoverability. The recoverable amount (enter- prise value) was calculated by summing the unlevered free cash flows discounted to present value for the expli- cit forecast period and the present value of the terminal value calculated after the last year of the explicit period. As of 31 December 2025, the calculation of Unlevered Free Cash Flows used for the 2026 financial year, the data contained in the Budget approved by the Board of Direc- tors on 17 December 2025, for the 2027 financial year, the data contained in the 2025-2027 Business Plan approved by the Board of Directors on 20 November 2024, and for 2028, the data estimated on the basis of an inertial drag of the values forecast for the financial year. Future cash flows were determined based on figures for 2026-2028. In particular, the gross operating margin was considered, after deducting taxes and planned investments. For periods beyond the third year, the Group calculates the terminal value using the perpetuity method, i.e. on the basis of cash flows from operating activities assuming continuity beyond the explicit period. The main assumptions used to calculate the value in use are set out below: > Discount rate (WACC, weighted average cost of capital invested) of 6.61% (6.94% at 31 December 2024); > Criteria for estimating future financial flows: the finan- cial flows as described above were taken as a reference; > Perpetual growth rate (g) equal to 2% (unchanged compared to the rate used on 31 December 2024). The results of the impairment test are summarized below: Increase01/01/2025 Impairments 12/31/2025 12/31/2025 12/31/2024 1,739 442 1,000 546 123 1,000 1,193 319 0 0 0 6,649 6,648 0 12 6,566 6,648 (83) (12) 3,890 3,972 1 1 123 123 1,000 1,000 546 546 1,006 1,006 6,566 6,648 11,610 3,890 7,720
Page 122
243 242 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS Service Impairment Test result Recoverable Amount Carrying Amount Cover / (Impairment) The impairment test showed that the goodwill recognized in the financial statements is recoverable and therefore no adjustments are necessary. Goodwill for Winmarkt Mana- gement S.r.l. was not tested for impairment as the amount is immaterial. Because the Group's stock market capitalisation is lower than consolidated net equity, the directors also arranged for a second-level impairment test even though equity is essentially in line with fair value, considering expert ap- praisals of the entire property portfolio. The method used to assess the recoverability of net in- vested capital is value in use, determined on the basis of unlevered free cash flow. The recoverable amount (enter- prise value) was calculated by summing the unlevered free cash flows discounted to present value for the expli- cit forecast period and the present value of the terminal value calculated after the last year of the explicit period. The calculation of Unlevered Free Cash Flows used for the 2026 financial year, the data contained in the Bud- get approved by the Board of Directors on 17 December 2025, for the 2027 financial year, the data contained in the 2025-2027 Business Plan approved by the Board of Directors on 20 November 2024, and for 2028, the data estimated on the basis of an inertial drag of the values forecast for the financial year. In particular, the gross operating margin was considered after deducting taxes and planned investments. The main assumptions used to calculate the value in use are set out below: > Discount rate (WACC, weighted average cost of capital invested) of 6.61% (6.94% at 31 December 2024); > Estimated future cash flows: cash flows were used as reference as described above; > Perpetuity growth rate (g) of 2%, unchanged since 31 December 2024. The outcome of the impairment test is summarised below: IGD Group - II Level Test Impairment Test result Recoverable Amount Carrying Amount Cover/ (Impairment) The test found no evidence of impairment. In accordance with section 1.2.3. of the Organismo Italia- no di Valutazione (OIV) document "Impairment testing on goodwill in financial and real crisis situations," which states that "management must assess the reasonableness of the difference between the recoverable amount and the stock exchange price, in light of all elements that may help explain such a difference," the main factors identified are reported below: > Management view and assumptions vs. broker consen- sus; > Inputs used to calculate value in use, in terms of cash flows, discount rates, and any key variables; > Different horizons (the market has an investment hori- zon, hence short-term); > Other valuation methods (value in use and fair value); > Liquidity of the shares; > Excessive market reaction to news or information. Finally, the Group ran sensitivity analyses to measure the impact that changes in the most significant unobservable inputs (WACC, growth rate, and cash flows), due to chan- ges in the macroeconomic scenario, would have on the outcome of the second level impairment tests. An additio- nal 0.57% increase in WACC, a reduction of 0.59% in the growth rate, or a €12.7 million drop in cash flows in both the explicit period and terminal value would reduce the existing coverage to zero. > NOTE 14) INVESTMENT PROPERTY As required by IAS 40, the following table reconciles the opening and closing value of investment property, with incre- ases, decreases, and changes in fair value shown separately. Investment property Investment property Right-of-use IFRS16 Right-of-use IFRS16 Investment property Investment property The increase in the Real estate investments item compa- red to 31 December 2025 is determined by the following factors: > The purchase of logistics property: on 18 December 2025, IGD purchased a logistics property located in San Vito al T agliamento (PN) for €11,015 thousand, including ancillary charges. The property was already in use by Coop Alleanza 3.0, with which it signed a long-term lease agreement on the same date; > Romanian sales: during 2025, the subsidiary Win Maga- zin S.A. signed five final contracts for the sale of as many shopping centres, for a total of €21,420 thousand, of whi- ch €12,900 thousand for shopping centres classified as investment properties and €8,520 thousand for shopping centres classified as assets held for sale; > Extraordinary maintenance works: continuation of wor- ks for a total value of €13,947 thousand, mainly relating to the following: > Restyling of the Leonardo shopping center; > Fit-outs in the portions resulting from the re- sizing of the hypermarket at Le Porte di Napoli shopping centre; > Fit out at the Centro Sarca shopping centres in Milan, Katané in Catania and Lungo Savio in Ce- sena; > Revamping and fit-out works were also carri- ed out at the Le Maioliche (Faenza) and Tiburtino and Casilino, Rome. > Fair value adjustments: investment property was reva- lued at €33,951 thousand and written down by €20,855 thousand for a net positive impact of €13,098 thousand; > Impairment of right-of-use assets: reduction in the va- lue of rights of use for the shopping malls of Centro Nova and Fonti del Corallo, based on valuations carried out by an independent expert, for a total amount of €5,850 thou- sand. Increase Acquisitions Acquisitions 01/01/2024 Revaluation ReclassificationDevaluation 12/31/2024 Decrease Decrease Revaluation ReclassificationDevaluation 12/31/2025Increase01/01/2025 27,703 1,012 26,691 2.007.813 1.781.925 225.888 (266,140) 00 0 0 (266,140) 1,661,542 10,292 1,671,834 (8,520) 0 (8,520) (40,115)15,676 (6,702)0 (46,817)15,676 18,575 7 18,582 1,942,067 16,986 1,959,053 (12,900) 00 11,015 11,015 (12,900) 1,682,878 4,442 1,687,320 39 0 39 (24,716)33,951 (5,850)0 (30,566)33,951 13,947 0 13,947 1,661,542 10,292 1,671,834
Page 123
245 244 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS > NOTE 15) BUILDINGS This item refers to the purchase of the ground floor and first floor of the building that houses the head office. The change consists mostly of depreciation for the year. Historical cost Historical cost Depreciation fund Depreciation fund Net book value Net book value DecreaseIncrease01/01/2024 Amortization Reclassification Reclassification 12/31/2024 > NOTE 16) PLANT AND MACHINERY, EQUIPMENT, AND LEASEHOLD IMPROVEMENTS The changes in plant and machinery and equipment are mainly attributable to the depreciation of the financial year, only partially offset by the increases for the purchase of commercial and IT equipment. Decrease Historical cost Historical cost Historical cost Historical cost Depreciation fund Depreciation fund Depreciation fund Depreciation fund Plant and machinery Plant and machinery Equipment and other goods Equipment and other goods Increase01/01/2024 Amortization 12/31/2024 DecreaseIncrease01/01/2025 Amortization 12/31/2025 DecreaseIncrease01/01/2025 Amortization 12/31/2025 0 0 0 21 0 21 10,239 (3,449) 6,790 10,260 (3,697) 6,563 0 0 (248) 0 (248) 0 0 0 0 40 0 40 10,260 (3,697) 6,563 10,299 (3,944) 6,355 0 0 (248) 0 (248) 0 0 0 0 0 0 0 10 0 10 444 0 444 3,305 (3,195) 110 8,462 (5,988) 2,474 3,315 (3,229) 86 8,906 (6,518) 2,388 0 (34) (34) 0 (530) (530) (28) 27 (1) (260) 177 (83) 213 0 213 81 0 81 3,315 (3,229) 86 8,906 (6,518) 2,388 3,500 (3,392) 108 8,727 (6,896) 1,831 0 (190) (190) 0 (555) (555)
Page 124
247 246 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS At 31 December 2025, assets under construction consi- sted mainly of: > Land at Porto Grande for the construction of midsize stores, recognised at fair value in the amount of €2.2 mil- lion; > Costs for restyling in progress at Gran Rondò shopping centre in Crema. The change for the year in assets under construction and advances compared to 31 December 2024 refers to: > NOTE 17) ASSETS UNDER CONSTRUCTION Assets under construction Assets under construction Assets under construction Assets under construction Advance payments Advance payments Increase01/01/2024 12/31/2024Decrease (Impairment)/ Reversals Change in Fair Value Variation area/extraord. operations Variation area/extraord. operations ReclassificationTranslation change Translation change > NOTE 18) DEFERRED TAX ASSETS AND DEFERRED TAX LIABILITIES Under IAS 12 paragraph 74, deferred tax assets were of- fset against deferred tax liabilities because: (i) the entity has the right to offset current tax assets against current tax liabilities and (ii) the deferred tax assets and liabilities relate to income taxes levied by the same tax jurisdiction. Net deferred tax assets reflect the deferred tax assets and liabilities of the Italian companies, while the deferred tax liabilities shown in the statement of financial position con- cern the Romanian subsidiary. Change IFRS 16 Total deferred tax assets Impairment loss on equity investment and financial receivables Taxed funds Loss from tax consolidation Impairment loss on inventories IRS transictions Investment property Total deferred tax liabilities Other effects Change IRS transactions Deferred tax assets mainly originate from: > Taxed provisions, such as the provision for doubtful ac- counts and the bonus provision; > The effect of writing down inventories to market value; > The application of IFRS 16; > Tax losses carried forward. The decrease in deferred tax assets is due to the change in deferred taxation on existing mortgage hedging instru- ments (IRS) and the changes relating to the application of IFRS 16, only partially offset by the increase in taxation relating to taxed funds. Deferred tax liabilities refer mainly to the difference between the market value of investment property held by IGD Service and its value for tax purposes. Given the likelihood of future taxable income for the Group in the short to medium term, as corroborated by taxable income earned in recent years, prior-year losses are expected to be used, so the deferred tax assets are likely to be recovered. For this reason, the credit for defer- red tax assets is deemed to be recoverable. Increase01/01/2025 12/31/2025(Impairment)/ Reversals Change in Fair ValueDecrease Reclassification Investment property Romania Italian companies net deferred tax assets Change12/31/2025 12/31/2024 Deferred tax assets and deferred tax liabilities for the Italian companies are shown in detail below: 12/31/2025 12/31/2024 12/31/2025 12/31/2024 - - - - - - 2,364 - 2,364 114 -- 114- 2,478 66 2,4846 - - - 27 27 - - 39 39 2,478 6 2,484 - - -- - -- - -- 2,505 6(39) 2,511(39) - - (3,176) (1,099) 11,611 14,787 3,586 4,685 413 388 0 397 2,559 2,559 289 289 741 741 2,101 2,338 6,103 6,712 25 (397) 0 0 0 (237) (609) (2,937) (2,015) 0 0 420 (12) (2,517) (2,027) (922) 0 432 (490)
Page 125
249 248 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS Deferred tax liabilities refer to the investment property of the Romanian company Win Magazin S.A. They cannot be of- fset against the net deferred tax assets described above because the two balances pertain to different tax jurisdictions. Investment property Romania Net Deferred tax assets Italy Deferred tax liabilities Romania 2024 Income Statement effect 2024 Income Statement effect Net equity effect Net equity effect Currency change Currency change 12/31/2024 12/31/2024 12/31/2025 12/31/2025 Change Deferred tax liabilities Total net deferred tax assets Total deferred tax liabilities Total effect of the year Deferred tax assets Change Deferred tax liabilities Total net Deferred tax assets Movements in deferred tax assets and liabilities are presented below. At 31 December 2025, the balance of deferred tax assets of €6,103 thousand and deferred tax liabilities of €2,517 thou- sand was €3,586 thousand for Italian companies. > NOTE 19) SUNDRY RECEIVABLES AND OTHER NON-CURRENT ASSETS The item “Sundry receivables and other non-current assets” is slightly up compared to the figure recorded at 31 De- cember 2024, mainly due to the increase in receivables for security deposits. Security deposits Change Due to other Sundry receivables and other non-current assets > NOTE 20) EQUITY INVESTMENTS Cons. propr. del compendio com. del Commendone (GR) Consorzio prop. Fonti del Corallo Consorzio I Bricchi Consorzio Punta di Ferro Millennium Center FOOD Fund Juice Fund Equity investment in subsidiaries Equity investments in associates Equity investments in other companies Equity investments DecreaseIncrease As of 31 December 2025, the item “Equity investments” decreased by €2,692 thousand compared to the value re- corded as of 31 December 2024. The Juice Fund, in which the Company holds a 40% sta- ke, was established during the 2021 financial year throu- gh the contribution by IGD of five hypermarkets and one supermarket, with the aim of valorising part of the real estate portfolio held. The investment was written down by €2,849 as of 31 December 2025, to align it with the fair value of the real estate assets held by the Fund. The Food Fund, also owned by IGD SIIQ with a 40% stake, was established in 2024 through the contribution of ei- ght hypermarkets, three supermarkets, and two shopping malls, with similar objectives of portfolio enhancement. Again, the valuation carried out at 31 December 2025 using the equity method is in line with the value recorded at 31 December 2024. It should also be noted that on 8 August 2025, the company subscribed for 9 new class B shares in the Food Fund for a total amount of €180 thou- sand. The operation left the shareholding in the Fund sub- stantially unchanged. Revaluations/ (Write-downs) 12/31/2025 12/31/2024 12/31/2025 12/31/2024 12/31/2025 12/31/2024 01/01/2025 12/31/2025 6,103 6,712 (2,517) (2,027) 3,586 4,685 (609) (490) (1,099) 11,611 14,787 11,611 14,787 (3,176) (3,176) 3,586 3,586 0 0 0 0 (1,099) (1,099) 4,685 4,685 (11,611) (11,611) 0 0 0 (497) (497) (497) 3,673 3,673 2,574 (14,787) (14,787) 125 118 41 22 166 140 7 19 26 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 (2,849) 0 (2,849) 0 0 0 (2,849) 0 0 0 0 0 0 180 0 180 0 180 6 7 4 6 23 4 80,290 25,666 105,960 22 106,005 6 7 4 6 23 4 80,470 22,817 103,291 22 103,313
Page 126
251 250 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS > NOTE 21) NON-CURRENT FINANCIAL ASSETS These consist of the interest-free loan granted to Initiative Bologna Nord S.r.l (in liquidation) for approximately €176 thousand, net of a €430 thousand impairment. In light of up-to-date information on the company's liquidation process, the Group believes that the remaining balance of the loan will be recovered. On 16 December 2025, the company also granted a loan to the Porta a Mare Consortium for €250 thousand. Non-current financial assets 12/31/2025 12/31/2024 Change > NOTE 22) WORK IN PROGRESS INVENTORY Inventory for work in progress related to land, buildings (completed and under construction) and urban infra- structure works at the multifunctional complex in Livorno underwent: (i) an increase for work on the Officine Stori- che residential section, Molo, Lips and Arsenale totalling €251 thousand; (ii) a decrease for the sale of 5 residential units and 6 enclosed garage units in the Officine section, for a total of approximately €2,225 thousand; (iii) a write- down to adjust a carrying amount to the lower of cost and appraised market value (€251 thousand). “Porta a Mare” Project Advances Work in progress inventory Revalutations/ (Write-downs)Increase Decrease 01/01/2025 426 250176 (2,225) 0 (2,225) 251 0 252 21,940 49 21,989 (251) 0 (251) 12/31/2025 19,715 49 19,765
Page 127
253 252 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS Receivables are shown net of the provision for doubtful accounts, which reflects positions not considered to be fully recoverable. As of 31 December 2025, net allocations for performing receivables and receivables under legal action and insol- vency proceedings amount to €642 thousand. Provisions for the year were calculated based on the problems en- countered with individual receivables recognised at 31 December 2025 and estimated based on all available in- formation. The use of €1,782 thousand from the provisions concerns receivables under legal action/insolvency proceedings identified in previous years that were fully written off du- ring the period. Movements in the provision for doubtful accounts are re- ported below: Provision for Doubtful account at the beginning of the period Foreign exchange effect Write-down/(uses) interest on late paments Variation area/extraord.operations Provision for Doubtful account at the end of the period Reverse Provision Other movements Change > NOTE 23) TRADE AND OTHER RECEIVABLES Net trade receivables decreased with respect to the pre- vious year by €3,588 thousand, due mainly to improve- ments in collection times. Gross trade receivables are broken down below by due date: Trade and other receivables Provision for doubtful accounts Trade and other receivables Change Gross trade receivables Gross trade receivables Expired 61-90 days Balance due Expired 91-120 days Expired >180 days Expired 0-30 days Expired 121-180 days Total receivables Expired 31-60 days Receivables Italy Provision for doubtful accounts Receivables Romania Net receivables Romania Net receivables Italy Provision for doubtful accounts Total Net Receivables Change The following table shows receivables by geographical area: 12/31/2025 12/31/2024 12/31/2025 12/31/2024 12/31/2025 12/31/2024 16,998 21,733 (10,044) (11,191) 6,954 10,542 (4,735) 1,147 (3,588) 16,998 16,998 986 986 578 578 818 818 10,200 10,200 252 252 61 61 4,103 4,103 11,191 16,336 (7) 0 (1,782) 641 (6,281) 1,136 0 (5,144) 0 0 0 0 10,044 11,191 (5,144) (7) 4,499 (495) 5,144 0 0 (1,147) (4,472) 1,205 (3,267) (264) (58) (322) (3,589) 15,944 20,416 (9,673) (10,878) 6,271 9,538 1,054 1,318 (371) (313) 683 1,005 6,954 10,543
Page 128
255 254 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS > NOTE 24) RELATED PARTY TRADE AND OTHER RECEIVABLES Reference can be made to Note 38 for details. > NOTE 25) OTHER CURRENT ASSETS Tax credits IRAP credits VAT credits Deferred costs IRES credits Due from others Insurance credits Accrued income and prepayments Other costs of services Other current assets Change Other current assets increased by €1,814 thousand compared to the previous financial year, mainly due to the increase in accrued income and prepaid expenses, VAT credits and other receivables. > NOTE 26) CASH AND CASH EQUIVALENTS Cash and cash equivalents at 31 December 2025 consi- sted mainly of current account balances at banks. Com- pared to the previous financial year, this item increased by €4,550 thousand, due to the cash generated during the year, net of investments made and repayments of the in- stalments due on some mortgages. The statement of cash flows provides a clearer understanding of how this item changed during the period. Cash and cash equivalents Cash on hand Cash and cash equivalents Change 12/31/2025 12/31/2024 12/31/2025 12/31/2024 Assets held for sales Assets held for sales 12/31/2025 12/31/2024 Change > NOTA 27) ASSETS HELD FOR SALE 31/12/2025 31/12/2024 Change 97 67 3 7 3 2 1 3 2 0 2 0 2 1 2 1 2 86 35 0 2 0 2 2 2 336 31 0 1 1 2 0 1 2 2 6 18 0 0 0 0 0 2 3 1 0 6 319 1 41 119 274 34 0 3 719 808 30 (4) 1 (1) 3 (2) (2) (1) (1) 51 (2) (2) 0 305 (2) 1 1 1 (2) (4) 18 (1) 1 (314) (40) (155) 34 (3) (90) Coop Alleanza 3.0 Unicoop Tirreno s.c.a.r.l. Consorzio Porta a Mare Consorzio Sarca Librerie Coop s.p.a. Cons. propr. del compendio com. del Commendone (GR) Vignale Comunicazioni s.r.l. Consorzio Leonardo Consorzio I Bricchi Millennium Center Consorzio Shopping Center Mondovicino & Retail Park Consorzio Le Maioliche Consorzio La Torre Consorzio Coné Consorzio Clodì Consorzio Crema (Gran Rondò) Consorzio Punta di Ferro Punta di Ferro Consorzio Katané Consorzio Proprietari Centro Luna Consorzio La Favorita Consorzio Esp Consorzio Casilino Fondo FOOD Consorzio Lame Consorzio Le Porte di Napoli Consorzio del centro commerciale Nuova Darsena Food SPV Related party trade and other receivables 1,530 256 556 544 65 156 1,497 1,310 25 0 106 125 924 498 4,703 2,889 1,274 12 (91) 187 25 (19) 426 1,814 9,276 4,712 15 29 9,291 4,741 4,564 (14) 4,550 8.520- 8.520- (8.520) (8.520)
Page 129
257 256 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS > NOTE 28) NET EQUITY Change Share capital Net profit (loss) of the year Group profit Legal reserve Cash flow hedge reserve FTA IFRS 9 reserve Fair value reserve Recalculation of defined benefit plans subsidiaries Other reserves Group profit (loss) carried forward Recalculation of defined benefit plans IPO reserve Translation reserve Capital increase reserve Total Group net equity Capital and reserves of non-controlling interests Net Equity The Group's net equity, as of 31 December 2025, stood at €992,545 thousand and the positive variation of €22,272 thousand is due to: > The upward adjustment of the reserve for existing deri- vatives, accounted for using the cash flow hedge method, and amounting to €3.009 thousand; > Positive adjustment of the reserve for the recalculation of defined benefit plans (€76 thousand for the parent company and €157 thousand for a subsidiary); > The Group's share of net profit for the year, which is €32,002 thousand; > To the distribution of dividends of approximately €11 million during 2025; > To the redemption of the merger surplus reserve, as described in the paragraph Miscellaneous payables and other non-current liabilities, for approximately €1.6 mil- lion. > RECONCILIATION BETWEEN THE PARENT COMPANY SEPARATE FINANCIAL STATEMENTS AND CONSOLIDATED FINANCIAL STATEMENTS BALANCES SHOWN IN THE PARENT’S FINANCIAL STATEMENTS Reversals of dividends Net equity and net result of consolidatedcompanies Carrying value of consolidated equity investments Adjustments on capital gains from assets disposal - subsidiaries - Goodwill from consolidated Winmagazine SA - Goodwill from consolidated Winmarkt Management SRL Effect of recalculation of defined benefit plans - subsidiaries Allocation of differences to the assets of consolidated companies - Goodwill from consolidated RGD Ferrara BALANCES SHOWN IN THE CONSOLIDATED FINANCIAL STATEMENTS Group Group Non- controlling interest Non- controlling interest Net Result RECONCILIATION BETWEEN PARENT COMPANY SEPARATE FINANCIAL STATEMENTS AND CONSOLIDATION FINANCIAL STATEMENT Net Equity On 14 February 2025, the subsidiary Win Magazin S.A. si- gned a final contract with a Romanian private investor for the sale of the “Winmarkt Somes” shopping centre, loca- ted in Cluj (GLA 7,873 sqm and key tenants Carrefour, DM, Pepco and Dr. Max), for a total consideration of approxi- mately €8.3 million, in line with the book value. As of 31 December 2024, the property being sold had been reclas- sified from investment property to assets held for sale. 12/31/2025 12/31/2024 650,000 650,000 345,362 380,388 130,000 130,000 (6,636) (6,323) 1,886 1,886 455 379 1,755 (1,254) 152,010 187,407 413 256 12,071 38,992 53,408 29,045 (2,817) (60,115) (34,819) (30,031) 32,002 (30,084) 992,545 970,273 0 0 992,545 970,273 0 (35,026) 0 (313) - 76 3,009 (35,397) 157 (26,921) 24,363 57,298 (4,788) 62,086 22,272 0 22,272 31,224 20,704 (20,000) 0 74 0 0 0 0 32,002 1,044,105 151,526 0 (205,676) 189 (1,497) 3,890 1 7 992,545 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Page 130
259 258 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS 12/31/2025 12/31/2024 > NOTE 29) NON-CURRENT FINANCIAL LIABILITIES This item includes the non-current portion of floating-rate loans from banks, bonds, and amounts due to other lenders under finance and operating leases, as detailed below: Duration Change The following table shows movements in non-current financial liabilities: Payables due to loans Payables due to IFRS16 Payables due to bonds Payables due to other sources of finance Total Repayments/ Renegotiations Amortized costNon current financial liabilities Reclassifications > Mortgage loans In detail, on 11 February 2025, IGD finalised a green secu- red facility agreement for €615 million with a pool of lea- ding domestic and international financial institutions. The operation, divided into three facilities (A: 285 million over 5 years; B: 315 million over 7 years; C: 15 million revolving up to 3 years), is classified as green according to the Gre- en Financing Framework. The proceeds were used to re- finance part of the existing debt and fully repay maturing bonds, allowing the debt maturities to be redistributed with the first significant disbursements starting in 2028. On 13 November 2025, following the placement of a €300 million bond loan, the company partially repaid the afore- mentioned loan. Debts for mortgages over 12 months increased by €7,325 thousand compared to 31 December 2024. > Due to other sources of finance and for IFRS 16 This item covers the non-current portion of liabilities ari- sing from: > The lease for HQ premises; > The use of IFRS 16 to account for the leases on the malls at Fonti del Corallo and Nova shopping centers. > Bonds On 4 March 2025, IGD SIIQ carried out the early repay - ment of the two outstanding bonds, for a total of approxi- mately €288 million (including the premium above par), thanks to the disbursement of Line A of the financing si- gned on 11 February 2025. Furthermore, in line with the objectives of the 2025-2027 Business Plan, the Company completed the placement of a new senior unsecured gre- en bond amounting to €300 million, with a five-year du- ration, an annual coupon of 4.45% and bullet repayment in November 2030. Details of outstanding bonds are presented in the table below: 12/31/2024 Increases 12/31/2025 04/10/2007 - 04/06/2027 10/05/2009 -06/30/2029 07/12/2011 - 06/30/2027 10/16/2020 - 09/30/2026 08/04/2022 - 08/01/2027 05/15/2023 - 05/09/2028 03/03/2025 - 12/31/2031 12/15/2022 - 09/30/2028 02/11/2025 - 12/31/2029 11/17/2023 - 05/17/2027 11/28/2019 - 05/17/2027 10/28/2025 - 10/28/2030 04/30/2009 - 04/30/2027 01/01/2019 - 03/31/2026 01/01/2019 - 02/28/2027 457,892 450,566 0 44,467 0 3,229 0 2,886 0 6,628 0 212,912 144,077 166,472 304,885 0 8,930 13,972 0 0 293,781 283,761 0 59,433 293,781 0 0 224,328 1,702 7,276 928 1,347 0 580 774 5,349 753,375 741,603 0 0 7,326 (44,467) (3,229) (2,886) (6,628) (212,912) (22,395) 304,885 (5,042) 0 10,020 (59,433) 293,781 (224,328) (5,574) (419) (580) (4,575) 11,772 0 Debts for loans Debs for bonds Debts due to other sources of finance Non current financial liabilities Total financial liabiilities vs related parties Bond 310 Milioni Sardaleasing per sede Bologna 10 Mediocredito Faenza IGD 17 Carige Palermo IGD (Iper) BNL 215 Milioni Mutuo Intesa 250 Milioni Mutuo Intesa Facility B 315 milioni Bond 400 Milioni Bondi 300 Milioni Pass IFRS 16 Livorno 01 Unipol Sarca Pass IFRS 16 Nova Mps - SACE 2020 Mps - SACE 2022 Mutuo Intesa Facility A 285 milioni (2,661) 0 4,511 0 1,850 (561,471)600,000 00 (294,490)300,000 00 (855,961)900,000 457,892450,566 7755,929 293,781 283,761 9261,347 753,374741,603 (28,543) (5,154) 0 (421) (34,118)
Page 131
261 260 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS Bond issue/ Repayment Non current portion Current portion Debts due to bond Ancillary costs amortization at 12/31/2025 Nominal interest rate Non current Portion Current Portion Actual interest rate Financial charges at 12/31/2025 12/31/2024 12/31/2024 12/31/2025 12/31/2025 Bond 400 ML Coupon rate 12.31.2024 Ancillary costs Ancillary costs Ancillary costs Bond 310 ML Bond 300 ML Paid interests Coupon rate 12.31.2024 Coupon rate 12.31.2024 Paid interests Paid interests Total Bond 400 ML Total Bond 310 ML Total bonds Total Bond 300 ML Total financial charges (228,530) 5,194 293,781 (237,255) 300,000 (60,057) (61,285) 1,228 0 0 8,725 0 0 (6,219) 0 0 59,434 237,255 0 0 (12,928) 0 0 2,261 8,589 0 61,285 (1,851) 0 0 0 0 2,261 0 0 0 0 0 0 0 0 0 224,327 8,589 283,761 0 10,850 0 623 0 0 0 623 4,203 181 4,203 0 0 0 0 5,007 181 5,007 620 4.45% 4.94% 2,280 2,280 0 0 0 0 0 0 0 0 0 0 0 0 0 2,2800 0 0 0 0 300,000 0 0 (6,038) (2,261) 0 0 0 2,881 0 0 0 (8,589) 2,280 10,962 0 2,373 0 0 0 00 293,962 293,962 5,273 2,280 5,273
Page 132
263 262 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS The following table presents covenants on outstanding loans. All of the covenants were satisfied at 31 December 2025. > COVENANTS Name Guarantees given Owner unsecured Type of product Counterpart Punta di Ferro Shopping Center (mall) Tiburtino Shopping Center (mall) Porto Grande Shopping Center (mall) Centro Luna (mall) Gran Rondò Shopping Center (mall) Centro Commerciale Mondovicino (gall. + RP) Centro commerciale Città delle Stelle ( gall.) Intesa Sanpaolo MPS Capital Services Banca per le Imprese S.p.A. (now Banca MPS) Banca Nazionale del Lavoro Banco BPM BPER Banca Unicredit Deutsche Bank Cassa Depositi e Prestiti Intesa Sanpaolo Banca MPS Banca Nazionale del Lavoro Banco BPM BPER Banca Unicredit Deutsche Bank Cassa Depositi e Prestiti Paying Agent - BNP Paribas Katanè Shopping Center (mall + hypermkt) Le Porte di Napoli Shopping Center (mall + hypermkt) Centro d'Abruzzo Shopping Center (mall + hypermkt) Casilino Shopping Center (mall) Porta a Mare Waterfront (mall) La Favorita Shopping Center (mall) La Torre Shopping Center (mall + hypermkt) Borgo Shopping Center (mall) Il Millenium Shopping Center (mall) I Bricchi Shopping Center (mall) Sarca Shopping Center (mall) Secured loan in pool Secured loan in pool Bond Secured loan in pool Secured loan in pool 4.450 per cent. Fixed Rate Green Notes due 4 November 2030 Start date End date 05/09/2023 (Facility A), 09/11/2023 (Facility B) 03/03/2025 (Facility B) 12/31/2031 (Facility B) 11/04/2025 11/04/2030 05/09/2028IGD SIIQ SpA IGD SIIQ SpA IGD SIIQ SpA Financial "covenant" i) Ratio of Total Asset - Intangible Asset to Total Debt not higher than 60%; ii) Interest Cover Ratio not lower than 1.7; iii) Ratio of Secured Debt to Total Asset - Intangible Asset equal or under 45%; iv) Ratio of Unencumbered Asset to Unsecured Debt not lower than 1.25; v) Loan To Value for mortgaged properties must not exceed 50% i) Ratio of Total Asset - Intangible Asset to Total Debt not higher than 65%; ii) Interest Cover Ratio not lower than 1.5; iii) Ratio of Secured Debt to Total Asset - Intangible Asset equal or under 50%; iv) Ratio of Unencumbered Asset to Unsecured Debt not lower than 1.0; v) Loan To Value for mortgaged properties: v.1) must not exceed 60% until December 31, 2026 v.2) must not exceed 55% for the measurements between December 31, 2027 and December 31, 2028 v.3) must not exceed 50% for the subsequent measurements up to December 31, 2032 i) Ratio of Total Asset - Intangible Asset to Total Debt (excluding derivative liabilities and net of cash and cash equivalents) lower than 60%; ii) Interest Cover Ratio (recurring items on cash basis) > 1.7; iii) Ratio of Secured Debt to Total Asset - Intangible Asset lower than 45%; iv) Ratio of Unencumbered Asset to Unsecured Debt (net of cash and cash equivalents) > 1.25 - [excluding IFRS16 effects] 38.50% 51.19% n.a. Indicator i) Indicator ii) Indicator iii) Indicator iv) Indicator v) 2.21 2.21 2.21 25.61% 25.61% 25.61% 2.12 2.12 2.12 42.49% 42.49% 42.49%
Page 133
265 264 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS Additional information: > Sensitivity analysis for each actuarial assumption relevant at end of period, showing the impact in ab- solute terms of each reasonably possible change in actuarial assumptions at the close of the year; > Amount of contribution for the following year; > Average financial duration of the liability for defined benefit plans; > Estimated payouts. > NOTE 30) PROVISION FOR EMPLOYEE SEVERANCE INDEMNITIES Movements in the provisions for employee severance indemnities (TFR) are shown below: The following charts show the demographic and fi- nancial assumptions used: The provisions for employees severance indemnities (TFR) are classified as a defined benefit plan. In ac- cordance with paragraph 83 of IAS 19, the annual di- scount rate used to calculate the present value of the liability is based on the iBoxx Corporate AA index with duration 10+ as of the measurement date. Provisions for employee severance indemnities Provisions for employee severance indemnities Provisions Provisions Utilization Utilization Current (profit)/loss Current (profit)/loss IAS19 Financial charges IAS19 Financial charges Probability of death Probability of retirement Probability of receiving TFR advance at beginning of the year (provisioned at 70%) Probability of long-term disability Probability of resignation Demographic Assumptions Employees Cost of living increase Increase in total compensation Discount rate Increase in severance indemnity provision Financial Assumptions 2.00% 3.96% 3.000% 2025 Executives 2.5%; White collar/Middle managers 1.0%; Blue collar: 1.0% > SENSITIVITY ANALYSIS OF MAIN VARIABLES ON TFR AT 31 DECEMBER 2024 Inflation rate +0,25% - Provision for employee severance indemnities: Estimated payments year 1 Discount rate +0,25% - Provision for employee severance indemnities: Estimated payments year 3 Turnover rate +1 - Provision for employee severance indemnities: Estimated payments year 5 Service Cost for future year Inflation rate -0,25% - Provision for employee severance indemnities: Estimated payments year 2 Discount rate -0,25% - Provision for employee severance indemnities: Estimated payments year 4 Turnover rate -1 - Provision for employee severance indemnities: Duration of the plan 01/01/2025 12/31/2025 01/01/2024 12/31/2024 1% 2% 100% achievement of retirement age under mandatory general insurance INPS (Italian Social Security Institute) statistics by age and gender ISTAT (Italian National Statistics Institute) 2022 (Figures in Euro/000) (286) (262) (233) (54) 2,889 2,863 2,666 2,889 89 84 207 258 2,723 2,611 2,593 2,742 2,695 2,633 256 16 223 114 123 220 137
Page 134
267 266 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS > NOTE 31) PROVISIONS FOR RISKS AND CHARGES Consolidated Fund risks and future charges Provision for taxation Provisions for risks and future charges Bonus provisions ProvisionUtilization > Provision for taxation At 31 December 2025, these provisions mostly concer- ned IMU-related and cadastral disputes over the shopping centres La Torre in Palermo (mall + hypermarket), Le Ma- ioliche in Faenza (mall), Esp in Ravenna (mall + hyper- market), and Guidonia (mall + hypermarket). The principal complaints against IGD SIIQ S.p.A. relate to: (i) the zoning classification of the shopping centre itself (C/1 or D/8), (ii) the classification and valuation of the individual commer- cial units within the shopping centre, (iii) the classification of the common areas of the shopping centre, and (iv) the classification of the parking areas. The Company is challenging the assessments received from the Italian Revenue Agency and/or tax collection agencies and has decided to pay IMU (municipal proper- ty tax) based on the originally declared (pre-assessment) cadastral rent, while allocating provisions to cover the ri- sks of these complaints, except in the case of Guidonia for which it was not possible to suspend payment of the new assessments. Most of the increase for the year consists of an additional allocation against pending IMU/ICI-related disputes, whi- ch mainly concern new classifications and cadastral rent calculations for the shopping centres in Palermo, Raven- na, and Guidonia. The uses recorded in 2025, equal to €1,880 thousand, concern the settlement, with partial payment and subject to reservation, of the increased tax requested by the Mu- nicipality of Guidonia in relation to the IMU for the ye- ars 2018–2022, following the receipt of a formal payment notice from the municipal concessionaire. IGD paid only the tax, excluding penalties and interest, and obtained the formal interruption of the proceedings. > Bonus provisions Bonus provisions cover the variable compensation that will be paid to employees in 2026 based on the Group’s 2025 estimated results. The utilisation refers to the pay - ment made in the first half of 2025. These provisions also include a long-term portion for up- per management, paid every three years. During 2025, this fund was released for €146 thousand as the allocation made in previous financial years is considered to be exces- sive compared to the forecast of achieving the objectives set at the beginning of the plan. > Other general provisions These provisions include provisions for risks related to on- going disputes and provisions for probable future charges amounting to €1,291 thousand, linked to the work carried out by the Group in connection with certain properties sold in 2025 and in previous years and to a labour dispute reported below. On 25 October 2024, Dr. Claudio Albertini served IGD SIIQ with a writ of summons, at the Civil Court of Bologna, se- eking payment of a total of €750 thousand in connection with the termination of his mandate as Chief Executive Officer of the Company. The Judge has set the hearing for the referral of the case for decision on 27 May 2027. Although the Company’s stance is firmly to challenge the claim, in compliance with the accounting principles re- garding pending disputes, any liabilities that might result from the litigation are completely covered by the provi- sions made at 31 December 2025. > NOTE 32) SUNDRY PAYABLES AND OTHER NON-CURRENT LIABILITIES Commitments to the City of Livorno concern the additio- nal secondary urban infrastructure works as provided for by contract (€587 thousand) and works to be delivered to Porta a Mare S.p.A. (€3,452 thousand). During the year, sundry payables and other non-current liabilities underwent the following changes: > The item Helmet II financing costs includes the future costs that IGD will have to bear to maintain the new secu- red loan, signed in February 2025; > Decrease in the item “Advances due beyond one year” due to the reclassification to current liabilities of the ad- vance received from BNP Paribas as part of the agree- ment for the sale of commercial licenses relating to the “Fonti del Corallo” mall, which will be finalized in 2026 upon conclusion of the current rental agreement; > Decrease in the item “BNL Extension fees” which was eliminated during the first half of 2025 following the re- payment of the related loan, replaced by the new loan agreement finalized in February 2025. This item included the portion of the commission that the Company would have to pay to BNP Paribas for the extension of the €215 million loan until 2026; > Decrease in the item “SACE guarantee debts” due to the closure of the 5-year term loan with a nominal value of €36,300 thousand obtained in 2020 and the reclassifica- tion among current liabilities of the portion of the costs to be paid to SACE for the 6-year term loan with a nominal value of €20,946 thousand obtained in 2022; > Decrease in the item “Debts for entry tax SIINQ regime” due to the reclassification among current liabilities of the debt for the tax for entry into the SIINQ regime of IGD Management which exercised this option in the previous financial year. The SIINQ entry tax is paid in five annual instalments starting in 2022; > Increase in the item "Substitute tax liabilities" amoun- ting to €813 thousand represents the portion due beyond twelve months relating to the redemption, under Article 14 of Legislative Decree 192/2024, of the merger surplus generated by the merger by incorporation of the wholly owned subsidiary IGD Management SIIQ S.p.A., comple- ted in 2023. Such merger surplus was intended for the partial reconstitution of a revaluation reserve under tax suspension pursuant to Article 110 of Legislative Decree no. 104/2020. Change Commitments to the Municipality of Livorno SACE Guaranteed Debts Accrued costs payable INTESA HELMET II Debiti entry tax regime SIINQ Substitute tax payables Advances Due Beyond the Fiscal Year Other liabilities Extension fees BNL INTESA Financing Fees Sundry payables and other non-current liabilities 01/01/2025 12/31/2025 12/31/2025 12/31/2024 825 1,291 1,538 3,654 (1,880) (2,423) (803) (5,106) 3,200 3,753 803 7,756 2,145 2,621 1,538 6,304 4,039 4,039 0 800 0 313 305 1,008 0 0813 305 0 212 0 273 300 416 6,465 6,358 0 (800) (313) 0 (212) 1,008 (273) 813 (116) 107
Page 135
269 268 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS > NOTE 33) CURRENT FINANCIAL LIABILITIES Duration Change Change Coop Alleanza 3.0 Alleanza Luce e Gas Other payables and liabilities to related parties Related party payables are shown below: Security deposits refer to sums received for the leasing of hypermarkets and malls. Security deposits pay interest at the rates provided for by law. The item remained unchanged compared to 31 December 2024 See Note 39 for additional information. Duration Change 12/31/2025 12/31/2024 12/31/2025 12/31/2024 12/31/2025 12/31/2024 4,410 4,410 55 55 4,465 4,465 0 0 0 04/10/2007 - 02/11/2025 10/05/2009 -02/11/2025 07/12/2011 -02/11/2025 12/22/2010 - 02/11/2025 10/16/2020 - 02/11/2025 12/13/2022 - 06/27/2028 0 1,694 31 1,062 31 2,756 0 3,427 0 933 0 1,871 0 12,540 0 9,075 5,236 5,237 27,339 47,960 (1,694) (1,031) (2,725) (3,427) (933) (1,871) (9,075) (12,540) (1) (20,621) 10 Mediocredito Faenza IGD MPS c/c payable account BNL - Hot money Payables due to banks 17 Carige Palermo IGD (hypermarket) 01 Unipol Sarca Mps sace 36,3 ML Mps sace 20,9 ML Payables due to mortgages 15 CentroBanca Cone (mall) 08/04/2022 - 02/11/2025 02/11/2025 - 11/04/2025 05/15/2023 - 05/09/2028 03/03/2025 - 12/31/2031 0 0 00 0 58915,466 14,877 06,637 6,637 0BNP 215 ML Loan Intesa secured loan Facility A 285 million - short term Intesa secured loan Facility B 315 million - short term Intesa 250 ML Loan 04/30/2009 - 04/30/2027 01/01/2019 - 03/31/2026 12/10/2025 - 03/10/2026 01/01/2019 - 02/28/2027 11/28/2019 - 03/04/2025 10/28/2025 - 10/28/2030 11/17/2023 - 03/04/2025 16,075 8,222 421 411 580 3,428 10,500 0 4,574 4,383 2,280 10,850 0 2,261 2,280 0 (8,589)0 8,589 45,722 69,788 10,500 0 7,853 10 (2,848) 10,500 191 (8,570) (2,261) 2,280 (24,063) 10,500 Payables due to other sources of finance Total current financial liabilities vs related parties Payabled due to bonds Current financial liabilities Bond 300 ML Bond 400 ML Bond 300 ML IFRS 16 Livorno liabilities Coop Alleanza 3.0 loan Leasing Igd HQ FRS 16 Nova liabilities
Page 136
271 270 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS Movements in current financial liabilities are shown in the table below: Paybles due to bonds Payables due to other sources of finance Payables due to loans Payables due to banks Paybles due to IFRS 16 Total Current financial liabilities Current financial liabilities include the current portion of the lease agreement for the purchase of the operating headquarters, the current portion of debts arising from the application of the IFRS 16 accounting principle, the current portion of outstanding mortgages and bonds, in- cluding accrued interest, as well as short-term loans con- tracted with the banking system. As illustrated in greater detail in the entry “Significant events of the period,” on 11 February 2025 IGD completed a secured financing transaction for a total amount of €615 million, underwritten by a pool of leading national and in- ternational banks and financial institutions. The new loan was used to refinance four bilateral secured loans, each relating to a different asset, repay two unsecured loans, and fully repay outstanding bonds. Subsequently, on 27 October 2025, IGD announced that it successfully completed the placement of a non-conver- tible, senior unsecured green bond with a total nominal amount of €300 million and a 5-year term, to refinance green projects in the “Green Buildings” category under the Company’s Green Financing Framework, partially ex- tinguishing the above mortgage loan. The main changes in current financial liabilities, signifi- cantly influenced by the overall refinancing operation, are therefore attributable to: > The extinction of the aforementioned secured and un- secured loans; > The full repayment of the bond loans; > The payment of the principal instalments due during the financial year relating to the mortgages outstanding as of 31 December 2025 and the corresponding reclassifi- cation, from non-current financial liabilities, of the instal- ments due within the following twelve months. RepaymentsIncreases12/31/2024 ReclassificationsInterest Accrual 12/31/2025 0 28,543 0 5,154 421 34,118 (2,756) (57,087) (10,850) (7,811) (414) (78,918) 31 7,923 2,280 0 0 10,235 0 0 0 0 10,500 10,500 312,756 27,33947,960 2,28010,850 5,1547,811 10,918411 45,72269,788 > NOTE 34) NET DEBT The table below shows net debt at 31 December 2025 and 31 December 2024, on the basis of ESMA guidelines. At neither date does it include derivatives held for hedging purposes, which by nature do not constitute monetary values. See the "Statement of financial position and financial review" section of the Directors' Report for additional comments. Change Cash and cash equivalents LIQUIDITY Leasing - current portion Bonds loans - current portion CURRENT NET DEBT Leasing non-current portion Bond loans Mortgage loans - current portion Current financial liabilities vs. related parties CURRENT DEBT Non-current financial assets Non-current financial liabilities NON-CURRENT NET DEBT NET DEBT 12/31/2025 12/31/2024 (9,291) (4,741) (9,291) (4,741) 11,530 2,694 27,339 48,028 4,574 8,216 2,280 10,850 45,722 69,788 36,431 65,047 (426) (176) 774 7,275 458,819 450,567 293,781 283,761 752,948 741,427 789,379 806,474 (4,550) (4,550) 8,836 (20,689) (3,642) (8,570) (24,066) (28,616) (250) (6,501) 8,252 10,020 11,521 (17,095) The net financial position at 31 December 2025 improved by approximately €17 million compared to 31 December 2024, due to the decrease in debt resulting from the ap- plication of IFRS 16 and the cash generated in the period net of investments made, repayments of the maturing in- stalments of some mortgages, and dividends distributed. See the "Statement of financial position and financial re- view" section and the cash flow statement for additional comments on the changes to the total financial indebte- dness. The gearing ratio is the ratio of Net Financial Position to net equity, including non-controlling interests, net of cash flow hedge reserves. The figure recorded as of 31 Decem- ber 2025, equal to 0.80, is in line with the figure as of 31 December 2023 equal to 0.83. As of 31 December 2025, uncommitted credit facilities granted to the Group amount to €24.6 million, unused at that date. The committed facilities maturing on 31 December 2025, amount to €65 million, €50 million of which are granted by the parent company Coop Alleanza 3.0 and the re- mainder by the banking system. As of 31 December 2025, €10.5 million were used. As in previous years, net debt does not include other non-current liabilities described in Note 31, consisting mainly of security deposits received from third parties and related parties for the rental of hypermarkets and malls, guarantee deposits, extension fees payable, and tax liabilities, given the lack of a significant implicit or explicit financial component. In addition, as in previous years, it does not include assets and liabilities for derivative finan- cial instruments which amounted to €2.057 thousand and €1,575 thousand, respectively.
Page 137
273 272 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS > NOTE 35) TRADE AND OTHER PAYABLES 12/31/2024 Change Trade payables within the financial year Trade and other payables Trade payables increased by €404,000, mainly due to different payment schedules compared to the previous year. 12/31/2025 > NOTE 36) RELATED PARTY TRADE AND OTHER PAYABLES The increase in payables to related parties (€23 thousand), is due to the decrease in payables to the parent company, Coop Alleanza 3.0., and to the reduction in payables to some consortia for use of credits in compensation at the end of the year. See Note 38 for additional information. 14,135 13,731 14,135 13,731 404 404 12/31/2025 12/31/2024 Change 306 484 73 0 0 9 2 175 27 9 1 119 0 29 27 46 0 15 47 6 0 15 65 65 493 129 85 0 0 1 134 20 71 0 0 14 0 108 0 33 19 67 118 0 1,417 1,394 (178) 73 (9) (173) 18 (118) (29) (19) (15) 41 (15) - 364 85 (1) 114 71 (14) (108) (33) (99) 67 23 Coop Alleanza 3.0 Cons. propr. del compendio com. del Commendone (GR) Consorzio Sarca Consorzio Le Maioliche Consorzio La Torre Consorzio prop. Fonti del Corallo Consorzio Punta di Ferro Millennium Center Unicoop Etruria s.c.a.r.l. Consorzio Porta a Mare Consorzio Coné Consorzio Crema (Gran Rondò) Consorzio I Bricchi Consorzio Katané Consorzio Lame Consorzio Esp Consorzio La Favorita Related parties trade and other payables Consorzio Leonardo Fondo Juice Consorzio Le Porte di Napoli Consorzio Casilino Consorzio shopping center Mondovicino & Retail Park
Page 138
275 274 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS These consist mainly of security deposits received from tenants. The decrease of €2,047 thousand is mainly due to the change in accrued liabilities and deferred income and security deposits. > NOTE 38) OTHER CURRENT LIABILITIES Change Social security Accrued liabilities and deferred income Insurance Due to employees Unclaimed dividends Amounts payable to directors for remuneration Advances received due within the year Extension fees – INTESA HELMET I Liabilities related to SACE guarantee Extension fees – BNL HELMET II financing costs Security deposits Other liabilities Other current liabilities 12/31/2025 12/31/2024 472 430 1,406 2,813 0 8 1,186 1,248 8,057 8,983 2 1 970 10 195 71 24 102 171 430 756 0 270 312 496 13,183 15,230 42 (1,407) (8) (62) (926) 1 960 124 (78) (326) (312) (226) (2,047) > NOTE 37) CURRENT TAX LIABILITIES This item increased from the previous year, mainly for the change in VAT and IRES payables and the substitute tax payables redemption portion due beyond twelve months, pursuant to Article 14 of Legislative Decree 192/2024, of the merger surplus generated by the merger by absorp- tion of the wholly owned subsidiary IGD Management SIIQ S.p.A., completed in 2023. Such merger surplus was intended for the partial reconstitution of a revaluation re- serve under tax suspension pursuant to Article 110 of Le- gislative Decree no. 104/2020. Change Due to tax authorities for withholdings Irap Ires VAT Other taxes Substitute tax Current tax liabilities 12/31/2025 12/31/2024 786 747 4 0 575 196 578 165 3 80 688 273 2,634 1,461 39 4 379 413 (77) 415 1,173
Page 139
277 276 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS T otal operating costs Operating revenues Financial charges Financial Income > NOTA 39) RELATED PARTY DISCLOSURES Below is the information required by paragraph 18 of IAS 24. Receivables and other current assets Current payables and other liabilities Non-current payables and other liabilities Sundry receivables and other non-current Fixed assets - Increases Fixed assets - Decreases Financial receivables Financial payables 97 3 0 3 3 1 0 0 0 1 1 86 0 0 2 336 0 1 0 1 18 2 1 0 2 6 1 119 1 34 0 719 32,141 2.24% 306 0 0 0 73 0 2 27 0 1 0 27 0 47 0 65 493 85 0 0 71 134 0 0 0 0 67 0 19 0 0 1,418 28,214 5.02% 4410 0 55 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 4,465 10,930 40.85% 10.500 11,222 0 887 0 257 0 292 0 180 0 0 0 0 0 210 0 68 0 75 0 141 0 251 0 220 0 138 0 264 0 248 0 214 0 208 0 199 0 0 0 175 0 137 0 249 0 136 0 161 0 52 0 33 0 393 0 194 0 111 0 349 10,500 17,064 799,097 140,789 12.12% 1.31% 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 - 166 351 0.00% 0.07% 300 343 0 0 0 0 0 15 0 46 15 0 7 0 27 271 0 0 81 104 0 535 72 148 0 0 52 149 0 327 8 726 267 420 2 302 49 218 0 0 19 61 130 0 0 342 0 0 0 0 17 443 2 0 0 91 15 450 0 0 0 0 1,079 4,993 (41,290) 11,732 -12.09% 0 116 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 117 (59,846) 5,014 -0.20% 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 250 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 250 426 58.71% Coop Alleanza 3.0 Coop Alleanza 3.0 Cons. propr. del compendio com. del Commendone (GR) Cons. propr. del compendio com. del Commendone (GR) Consorzio Porta a Mare Consorzio Porta a Mare Consorzio Sarca Consorzio Sarca Librerie Coop s.p.a. Librerie Coop s.p.a. Consorzio Leonardo Consorzio Leonardo Consorzio Lame Consorzio Lame Consorzio I Bricchi Consorzio I Bricchi Consorzio prop. Fonti del Corallo Consorzio prop. Fonti del Corallo Consorzio Le Maioliche Consorzio Le Maioliche Consorzio Punta di Ferro Consorzio Punta di Ferro Punta di Ferro Punta di Ferro Consorzio Proprietari Centro Luna Consorzio Proprietari Centro Luna18 Alleanza Luce e Gas Alleanza Luce e Gas Vignale Comunicazioni s.r.l. Vignale Comunicazioni s.r.l. Unicoop Etruria s.c.a.r.l. Unicoop Etruria s.c.a.r.l. Consorzio La Torre Consorzio La Torre Consorzio Katané Consorzio Katané Consorzio Coné Consorzio Coné Consorzio Clodì Consorzio Clodì Consorzio Crema (Gran Rondò) Consorzio Crema (Gran Rondò) Consorzio La Favorita Consorzio La Favorita Consorzio Casilino Consorzio Casilino Consorzio del centro commerciale Nuova Darsena Consorzio del centro commerciale Nuova Darsena34 Food SPV Food SPV Total Total Grand total Grand Total Share % Millennium Center Millennium Center Consorzio Esp Consorzio Esp Fondo Juice Fondo Juice Consorzio Le Porte di Napoli Consorzio Le Porte di Napoli Consorzio dei proprietari Mondovicino Consorzio dei proprietari Mondovicino1 Fondo FOOD Fondo FOOD Total increase/(decrease) for the period Effect %
Page 140
279 278 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS The Group has financial and economic relationships with its controlling company, Coop Alleanza 3.0 Soc. Coop.; with other companies in the Coop Alleanza 3.0 Group (Li- brerie Coop S.p.A. and Alleanza Luce e Gas S.r.l.); and with Unicoop Tirreno Soc. Coop. Related party transactions are conducted at arm’s length and measured at face value. Transactions with Coop Alleanza 3.0 Soc. Coop. and its subsidiaries The transactions with the holding company Coop Allean- za 3.0. Soc. Coop. refer to: > Leases of properties in the Real Estate Portfolio inten- ded for hypermarket, supermarket, and logistics use; as of 31 December 2025, the amount from leases, including commercial space leases, is approximately €11.2 million; > The provision of IT services by Coop Alleanza 3.0. Coop., soon to come to an end following the insourcing of the IT structure; > Security deposits received on leases; > Financing debt of €10.5 million. The transactions with Librerie Coop S.p.A. concern recei- vables and income for the business lease of properties inside shopping centres and the leasing of the third floor of the building that houses IGD’s head office. At 31 De- cember 2025, the Group received €887 thousand under this lease. Transactions with Alleanza Luce e Gas S.r.l. refer to the rental of part of the second floor of the building where IGD has its head office. At 31 December 2025, the Group received €257 thousand under this arrangement. Transactions with Unicoop Etruria Soc. Coop. The transactions with Unicoop Etruria Soc. Coop. refer to: > Security deposits received on leases; > Receivables and income for the leasing of properties used as hypermarkets. At 31 December 2025, the Com- pany received €0.3 million under these agreements. Transactions with other Group companies Transactions with the direct and indirect subsidiaries IGD Service S.r.l., Porta Medicea S.r.l., Arco Campus S.r.l. and Win Magazin S.A. concern the following: (i) administra- tive, technical and financial services provided by IGD; (ii) loans granted to the subsidiaries Arco Campus S.r.l. and IGD Service S.r.l. and financial receivables/payables with the subsidiaries IGD Service S.r.l. and Win Magazin S.A. through the pooled account; (iii) the tax consolidation agreement with IGD Service S.r.l. and Porta Medicea S.r.l. Transactions with consortiums concern receivables and income for facility management services at shopping cen- tres; the costs incurred refer to service charges for vacant units and extraordinary maintenance work on properties. A loan of €0.25 million was arranged with the Porta a Mare Consortium in 2025 to meet temporary liquidity needs. > NOTE 40) MANAGEMENT OF FINANCIAL RISK In the course of business, the Group is exposed to various financial risks. T o map and assess its risks, IGD SIIQ S.p.A. has developed an integrated risk management model based on the international Enterprise Risk Management standards (see section 2.12 of the Directors' Report). The Board of Directors reviews and agrees on policies to ma- nage these risks. > Market risk Market risk is the potential for changes in exchange rates, interest rates or prices to negatively affect the value of assets, liabilities or cash flows. > Interest rate risk The main risk factor is the volatility of interest rates and the effect this has on borrowing and on the investment of liquid funds. The Group finances its operations through short-term borrowings, long-term secured and unsecu- red loans charging adjustable interest, and fixed-interest bonds, so it determines its risk of increased financial char- ges if interest rates go up or if it refinances debt at higher rates. The Finance department monitors interest rate risk con- stantly, in coordination with top management, including through analysis and measurement tools developed wi- thin the Group's enterprise risk management program. It also monitors trends in the main economic and financial indicators that may affect the Group’s performance. The risk hedging policy involved entering into IRS (interest rate swap) agreements and, taking the yield curve into ac- count, other forms of hedging like caps and collars, which allowed the Group to hedge about 85,04% of its exposu- re to interest rate changes related to medium/long-term loans, including bonds. The Finance department analyses and measures interest rate and liquidity risk while con- stantly evaluating the best means of implementation of the risk management model and conducts routine scou- ting activities to find opportunities to reduce the cost of debt with banks and/or the capital markets. See Note 40 for quantitative information on derivatives. The following table presents the sensitivity analysis of in- terest rate risk, showing the impact on equity and profit/ loss, as required by IFRS 7 . The sensitivity analysis was conducted in consideration of the financial statement items that generate interest at floating rates or that are exposed to fair value changes, assuming parallel increases or decreases in the interest rate curves of each currency. Interests bearing assets Interest rate risk - Exposure and sensitivity analysis Benchmark Euribor Euribor Euribor Hot Money Derivative instruments Fair Value Financial liabilities at variable rate Cash Flow T otal Net equityIncome statement Shock downShock down Shock upShock up INTEREST RATE RISK The assumptions underlying the sensitivity analysis are as follows: > Medium- and long-term mortgage loans were analyzed according to exposure at the reporting date; > Ultra-short-term borrowings (“hot money”) and deposi- ts were analysed according to exposure at the end of the reporting period; > The initial shift in the interest rate curve was assumed 31-dec-2531-dec-25 31-dec-2531-dec-25 31-dec-2431-dec-24 31-dec-2431-dec-24 0 0 0 0 12,606 12,606 92 0 (4,228) 2,385 0 (1,751) 0 0 0 0 (10,650) (10,650) 0 0 4,240 (3,208) 0 1,032 0 0 0 0 2,159 2,159 0 0 (4,093) 1,592 0 (2,501) 0 0 0 0 (5,928) (5,928) 0 0 4,084 (3,781) 0 303
Page 141
281 280 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS to be +100/-100 basis points (+100/-10 as of 31 December 2024); > In determining changes associated with floating-rate fi- nancial instruments, it was assumed that no interest rates have already been set; > The values affecting equity have been calculated as the difference between the fair values calculated with the shock-modified curve and the fair values of derivatives at the end of the reporting periods; > The analysis assumes that all other risk variables remain constant; > For the sake of comparison, the same method of mea- surement was used for the current and the previous year. The method used to analyse and determine significant va- riables did not change from the previous year. > Foreign exchange risk The Group is exposed to foreign exchange risk for its operations in Romania. Fluctuations in the value of the RON could lead to the writedown of portfolio properties or to the unsustainability of contractual obligations for local tenants, in the case of rent denominated in euros but collected in the local currency. At the moment, IGD mitigates this risk through constant efforts to optimise the merchandising mix and tenant mix and by supporting the value of the real estate portfolio, in part by making improvements. Weekly meetings are held to coordinate and monitor the credit situation of individual malls and tenants, to determine if any action is needed. On a mon- thly basis, the Company checks the amount of rent as a percentage of the tenant's revenue. Commercial policies are determined with care and with special regard for lo- cal consumption styles and market demands. T o that end, the Group employs a team of specialized professionals to seek the right trade-off between the expertise acquired at the corporate level and knowledge of the local context. > Price risk The Group is exposed to the risk of changes in the rent charged on leasehold properties. The domestic and in- ternational real estate market is cyclical in nature and in- fluenced by several macroeconomic variables, relating for example to general economic conditions, interest rates, inflation, tax laws, market liquidity, and the presence of other profitable investments. > Credit risk Credit risk takes the form of customer insolvency and dif- ficulty collecting payments. T o mitigate these risks, tenan- ts go through a pre-contractual selection process, based on financial standing and earnings prospects. Reviews of potential customers are performed also with the help of external specialists and aim to identify any risk factors for the Company. Monthly analyses investigate the level of risk associated with each tenant and monitor their solvency. All customers are asked for bank guarantees and/or se- curity deposits to guarantee fulfilment of their commit- ments. Throughout the life of the contract, Group compa- nies monitor compliance on an ongoing basis and follow internal credit management procedures in the event any problems arise; when the business relationship is secure, measures to assist the tenant may be taken. The Group constantly monitors its credit positions and uses an ad hoc program to assess each tenant's track record, risk le- vel and solvency, an analysis that is formally conducted every quarter but monitored on a daily basis to stay abre- ast of the actions taken or needed to collect receivables. The maximum credit risk on the Group's other financial assets, including cash and cash equivalents and certain derivative instruments, is the carrying value of these as- sets in the event of the counterparty's insolvency. The maximum exposure is presented gross of any mitigation through the use of various kinds of hedge. The table below presents the maximum exposure to cre- dit risk for balance sheet components, divided into cate- gories, including derivatives with a positive fair value. Where financial instruments are measured at fair value, the amounts shown represent current credit risk, but not the maximum exposure to credit risk that could arise in the future due to changes in fair value. > Liquidity risk This refers to problems with liquidity management, insuf- ficient resources to finance the business, and difficulty ke- eping up with loans or obtaining new credit. Liquidity is monitored through cash flow planning, and risk is mitiga- ted by the Group's extensive credit lines (committed and uncommitted). See the directors' report for information on the coverage of upcoming financial maturities. The Finance department uses a financial forecasting tool to monitor expected cash flows over a one-quarter rolling horizon and makes sure there is enough liquidity to ope- rate the business, while establishing the proper ratio of bank debt to capital market debt. Most medium- and long-term loans and outstanding bonds involve covenants; this aspect is monitored con- stantly by the chief financial officer, who also coordinates with management to gauge the likelihood of violations of the covenants as a result of the strategic, operational, compliance and financial risks mapped, using the enter- prise risk management system. Financial commitments are covered by funds confirmed by the banks, and unutilised credit facilities are available. Liquidity risk is managed prudently to avoid incurring excessive costs in the event of unforeseen events, which could have a further negative impact on market reputa- tion and financial viability. Maturities are broken down below on the basis of undi- scounted cash flows; the amounts shown take account of the first date on which payment can be requested. The assumptions underlying the maturity analysis are as follows: > For the future cash flows of long-term floating-rate payables, the forward rate curve at 31 December has been used; > For the future cash flows of the fixed-rate bonds, the contractual flows have been used; > For derivatives, the analysis includes those represen- ting assets at 31 December, for which both outflows and inflows are shown, as their purpose is to hedge financial liabilities. At the balance sheet date, all derivatives had a negative fair value; > Amounts include cash flows from both the interest and the principal component. The method used to analyse and determine significant va- riables did not change since the previous year. Maximum exposure to credit risk Receivables and Loans Sundry receivables and other assets Trade and other receivables Other assets Financial receivables and other financial assets Cash equivalents T otal Trade and other receivables vs related parties 2025 2024 166 140 6,954 10,542 719 808 2,552 1,933 9,276 4,712 426 176 20,093 18,311
Page 142
283 282 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS Non derivative financial instruments Non derivative financial instruments Loans Loans IFRS 16 IFRS 16 Bonds Bonds T otal T otal T otal T otal Leasing Leasing Derivative on rate risk Derivative on rate risk Short-term credit lines Short-term credit lines Exposure at 31 December 2025 Exposure at 31 December 2024 Derivative financial instruments Derivative financial instruments On sight On sight 1 - 2 years 1 - 2 years 3 - 6 months 3 - 6 months > 5 years > 5 years < 3 months < 3 months 2 - 5 years 2 - 5 years 6 months - 1 year 6 months - 1 year T otal T otal Liabilities Liabilities Maturity analysis at 31 December 2025 Maturity analysis at 31 December 2024 LIQUIDITY RISK LIQUIDITY RISK The assumptions underlying the maturity analysis are as follows: > For the future cash flows of medium- and long-term floating-rate payables, the forward rate curve at 31 De- cember has been used; > For the future cash flows of the fixed-rate bonds, the contractual flows have been used; > For derivatives, the analysis includes those representing assets at 31 December 2025, for which both outflows and inflows are shown, as their purpose is to hedge financial liabilities. At the balance sheet date, derivatives of the “Cap” and “Collar” type have a negative Fair Value while those of the “IRS-Interest Rate Swap” type have a positive Fair Value; > Amounts include cash flows from both the interest and the principal component. The method used to analyse and determine significant va- riables did not change since the previous year. As of 31 December 2025, uncommitted credit facilities granted to the Group amount to €24.6 million, unused at that date. The committed facilities maturing on 31 December 2025, amount to €65 million, €50 million of which are granted by the parent company Coop Alleanza 3.0 and the re- mainder by the banking system. As of 31 December 2025, €10.5 million were used. > Financial transactions carried out during the financial year On 11 February 2025, IGD signed a secured facility agree- ment for €615 million with a pool of leading national and international lenders which include, as Mandated Lead Ar- rangers, Intesa Sanpaolo S.p.A. - IMI CIB division, acting as global coordinator, green loan coordinator and facility agent, Banca Monte dei Paschi di Siena S.p.A., Banco BPM S.p.A., BNL BNP Paribas, BPER, Cassa Depositi e Prestiti, Deutsche Bank S.p.A. and Unicredit S.p.A. This floating-rate borrowing includes three facility structu- res: > Facility A - €285 million, 5-year term; > Facility B - €315 million, 7-year term; > Facility C - €15 million revolving, up to 3 years. The facility is classified as green based on the Company’s “Green Financing Framework” and an amount at least equivalent to the net proceeds of facilities A and B was allocated to finance and/or refinance all or part of the “Eli- gible Green Projects”, referred to in the Company’s Green Financing Framework, developed in accordance with the Green Bond Principles (ICMA) and the Green Loan Prin- ciples (LMA). The proceeds were used to partially refinance existing debt (including four secured bilateral loans on as many assets and two unsecured loans for a total of €298 million) and redeem the current outstanding bonds (€310,006,000 Fixed Rate Step-Up Notes due 17th May 2027”, outstanding for €220,006,000, and “€57 ,816,000 Fixed Rate Step-Up Notes due 17th May 2027 , formerly the €400,000 2.125 percent. Fixed Rate Notes due 28th November 2024”, currently outstanding for €57 ,816,000, above par by approximately €288 million. The facility obtained allowed the Company to eliminate the concentration of financial maturities, which in 2027 would be over €570 million, by rescheduling and sprea- ding them out over the following years, with the first si- gnificant requirements starting in 2028 (approximately €163 million), followed by approximately €277 million on both 31 December 2029 and 31 December 2031. On 4 November 2025, a non-convertible, senior unsecu- red green bond was issued for a total nominal amount of €300,000,000.00 with a 5-year term. The bonds, designated for qualified investors, will have an initial annual coupon of 4.45% and bullet redemption at maturity in November 2030 (subject to early redemption in line with market practice) and will be governed by En- glish law. The amount corresponding to the net proceeds from this issue was used to refinance green projects in the “Green Buildings” category under the Company’s Green Finan- cing Framework, financed through Facility A mortga- ge-backed bank debt of €285 million. The new green bond, in line with the objectives of the 2025-2027 Business Plan, has allowed IGD to diversify its funding sources, rebalance the composition of its Net Financial Position between the banking system and the capital market, further extend its maturity profile, and re- duce the average debt rate. > Capital management The primary objective of the Group's capital management is to make sure it maintains a solid credit rating and suffi- cient capital indicators to support the business and maxi- mize shareholder value. This is pursued by: > Keeping the loan-to-value ratio (net of leasing instal- ments due for the purchase of company premises) below 50%, aiming to reduce it gradually to approximately 40%. As of 31 December 2025, this ratio is equal to 43.5%, down from 44.04% as of 31 December 2025. > Keeping the net debt/equity ratio at 1x or below over the medium term. As of 31 December 2024, this ratio was equal to 0.83x, while as of 31 December 2025, the ratio decreased to 0.80x. 1,184 40 0 0 0 1,224 (314) (314) 909 54,442 460 4,574 20,087 0 79,563 864 864 80,426 16,566 116 1,953 17,461 0 36,096 67 67 36,163 40,810 231 3,906 0 0 44,946 584 584 45,531 0 0 0 0 0 0 0 0 0 13,303 79 1,953 0 1,000 16,334 209 209 16,543 442,945 941 774 318,040 0 762,700 31 31 762,732 569,249 1,867 13,160 355,587 1,000 940,863 1,441 1,441 942,304 0 39 0 0 0 39 0 0 39 54,817 941 774 13,353 0 69,885 427 427 70,312 7,298 115 1,131 0 0 8,544 101 101 8,645 23,052 231 2,262 13,353 0 38,898 433 433 39,331 296,206 617,410 0 1,403 0 5,878 0 366,762 0 10,594 296,206 1,002,047 (730) (1,731) (730) (1,731) 295,476 1,000,316 15,883 77 1,711 0 10,594 28,265 417 417 28,682 220,154 0 0 340,056 0 560,210 (2,379) (2,379) 557,831
Page 143
285 284 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS The IGD Group has existing derivative financial contracts such as “interest rate swaps” and “zero cost collars” ai- med at hedging the risk of interest rate fluctuations. The fair value of derivatives for which no active market exists recorded in the financial statements at a value determined with the support of management tools through quantita- tive market-based quantitative techniques, i.e. accredited pricing models based on parameters taken as of the indi- vidual measurement dates. This method therefore reflects a materiality of the input data consistent with Level 2 of the fair value hierarchy defined by IFRS 13: although quo- ted prices in active markets (Level 1) are not available for these instruments, it is possible to base measurements on data observable either directly or indirectly in the market. > NOTE 41) DERIV ATIVE INSTRUMENTS Fair Value - Hierarchy Change Level Derivative assets Derivative liabilities IRS net effect 12/31/202412/31/2025 2 2 2,057 2,155 (1,575) (3,749) 482 (1,593) (98) 2,174 2,075 Facility B Facility B Facility B Facility B TOTAL COVERED TOTAL COVERED 04/04/2025 04/07/2025 04/15/2025 04/17/2025 08/07/2025 05/15/2023 08/07/2025 08/07/2025 08/07/2025 02/07/2031 05/10/2027 50,000 130,000 50,000 118,625 Amortizing Amortizing semiannual Quarterly 2.317 Euribor 3M +0.215 Floor 2.365 Cap 3.715 14,633 30,946 11,628 2,579 8,050 25,788 7,156 5,158 5,367 12,894 3,166 20,630 0 20,630 EURIBOR 6M EURIBOR 3M 02/07/2031 50,000 50,000 Amortizing semiannual 2.349 14,633 11,628 8,050 7,156 5,367 3,166 0EURIBOR 6M 02/07/2031 50,000 50,000 Amortizing semiannual 2.329 7,925 11,628 8,050 7,156 5,367 3,166 6,708EURIBOR 6M 02/07/2031 100,000 100,000 Amortizing semiannual 2.284 24,794 23,256 16,100 14,311 10,733 6,333 4,472EURIBOR 6M 250,000 130,000 250,000 118,625 Duration Duration Nominal amount at 12/31/2025 per single counterparty (€): Nominal amount at 12/31/2025 per single counterparty (€): Covered Facility Coverage subscription date 05/15/2023 Covered Facility Inception date Maturity Inception date Maturity Initial nominal amount (€) Initial nominal amount (€) Nominal amount at 12/31/2025 (€) Nominal amount at 12/31/2025 (€) Intesa Sanpaolo S.p.A. Intesa Sanpaolo S.p.A. Banca Nazionale del Lavoro S.p.A. Banca Nazionale del Lavoro S.p.A. Banca Monte dei Paschi di Siena S.p.A. Banca Monte dei Paschi di Siena S.p.A. BPER Banca S.p.A. BPER Banca S.p.A. Banco BPM S.p.A. Banco BPM S.p.A. UniCredit S.p.A. UniCredit S.p.A. Deutsche Bank S.p.A. Deutsche Bank S.p.A. Type Type Frequency Frequency Customer rate (p.p.) Customer rate (p.p.) Bank rate Bank rate The contracts are detailed below:
Page 144
287 286 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS On 24 February 2026, IGD SIIQ S.p.A. signed a green se- cured loan agreement for an amount of €165 million with a pool of leading national and international banks and fi- nancial institutions which includes, as Mandated Lead Ar- rangers, Intesa Sanpaolo S.p.A. – IMI CIB Division (which also acts as Agent, Security Agent and Green Loan Coor- dinator), Banca Monte dei Paschi di Siena S.p.A., Banco BPM S.p.A., BNL BNP Paribas. The loan has a variable rate, a 6-year term and is clas- sified as green under the Company's "Green Financing Framework" as the net amount disbursed will be used pri- marily to fully repay the mortgage loan signed on 9 May 2023, which has an outstanding residual debt of approxi- mately €157 million. The loan will extend the Group’s average debt maturity to 5.5 years, shifting the first significant maturity to 2030. The new loan carries a margin 135 basis points lower than the existing loan and will therefore further reduce the Group’s average cost of debt, in line with the radical tran- sformation of its financial structure begun in 2025. * * * On 24 February 2026, the sale of the business unit relating to the Shopping Mall “Fonti del Corallo” Centre in Livorno was completed, in implementation of the commitments undertaken with BNP Paribas Real Estate Investment Ma- nagement Italy SGR p.A. (“BNP”), manager of the “Immo- biliare Negri” real estate fund, under the Framework Agre- ement of 13 February 2014 and the Preliminary Contract for the sale of the business unit signed on 27 June 2019. The sale was completed following IGD's exercise of its contractual right to terminate the Mall's lease early, as it was due to expire on 25 February 2026, and in accordan- ce with the provisions of the Preliminary Agreement, whi- ch established that the transfer would be completed by the lease termination date. > NOTE 42) POST-BALANCE SHEET EVENTS On 23 December 2015, the regional tax authorities of Emi- lia Romagna served IGD SIIQ S.p.A. with two assessments arguing that €240,625.00 in costs incurred in 2010 had been unduly deducted for IRES and IRAP purposes and that the corresponding €48,125.00 in V AT had been un- duly credited against V AT payable. The assessments re- sulted from a notification that the Ravenna provincial he- adquarters of the Italian Revenue Agency had received from the Sicilian regional headquarters, T ax Control Of- fice, which began by stating that the Sicilian authorities had served Coop Sicilia S.p.A. (having its head office in San Giovanni La Punta in the province of Catania) with an assessment based on the disallowance of costs incur- red for services that were deemed to lack sufficient docu- mentation. On that basis, the Sicilian office recommended that the Ravenna office disallow the portion of those co- sts that Coop Sicilia had charged to IGD SIIQ S.p.A. under a contract between the two companies. After reviewing the papers and looking into the matter carefully, the Com- pany, with the support of its advisors, concluded that the assessments are unfounded and filed settlement requests for both with the Emilia Romagna regional headquarters of the Italian Revenue Agency. During the subsequent debate phase, the company pre- sented its arguments against the assessments to the Emi- lia Romagna authorities, who decided to consider IGD's arguments regarding IRES and IRAP but to uphold the complaint regarding V AT . Nevertheless, as the deadli- ne approached for contesting the two assessments and no reversal notice had been received from the regional authorities, the company decided to prevent them from becoming final and on 6 June 2016 filed a formal appeal against each with the Provincial T ax Commission of Bo- logna. On 30 November 2016, the Emilia Romagna regional au- thorities annulled the IRES assessment in full, while the IRAP/V AT assessment was annulled for the IRAP portion only and the V AT violation was confirmed. In session on 25 January 2017 , the Provincial T ax Commis- sion of Bologna sided with the Company: with decision no. 253/17 filed on 28 February 2017 it finally cleared the IRES and IRAP assessments, and with decision no. 254/17 , also filed on 28 February 2017 , it accepted IGD’s argumen- ts concerning V AT and annulled that assessment as well, a ruling that became final on 14 June 2018. For both proceedings, the Commission ordered the Italian Revenue Agency to reimburse IGD’s legal expenses in the amount of €6,000.00 total. On 29 September 2017 , the Emilia Romagna regional he- adquarters of the Italian Revenue Agency appealed the V AT decision (254/17) and on 28 November 2017 the Company filed its counterarguments against that appeal. On 9 January 2020, the Emilia Romagna regional head- quarters of the Italian Revenue Agency filed a statement of defence to rebut the Company’s counterarguments. With a decision filed on 23 November 2020, the Regional T ax Commission of Emilia Romagna confirmed the lower commission’s ruling, rejected the regional authorities’ ap- peal, and ordered the regional authorities to pay the costs of both levels of justice in the amount of €7 ,000.00 (reim- bursed in the first half of 2021). In May 2021, the Emilia Romagna regional authorities filed an appeal with the Court of Cassation and IGD SIIQ S.p.A. filed its response. > NOTE 43) TAX LITIGATION Financial instruments are initially measured at fair value, and are subsequently measured depending on their clas- sification, in accordance with IFRS 9. For this purpose, financial assets are split into four cate- gories: > Financial assets measured at fair value through profit and loss: at 31 December 2025, the Group had no financial instruments in this category; > Held to maturity investments: the Group has no financial instruments belonging to this category; > Loans and receivables: in this category the Group has trade, financial and other receivables, and cash and de- posits. They mature within 12 months and are therefore carried at amortized cost (net of any impairment); > Available for sale financial assets: the Group has no fi- nancial instruments belonging to this category. There are only two categories of financial liability: > Financial liabilities measured at fair value through profit and loss. At 31 December 2025, the Group had no financial instruments in this category; > Financial liabilities measured at amortised cost. > Classification in the statement of financial posi- tion The Group's financial instruments are included in the sta- tement of financial position as follows. The item "Other non-current assets" covers sundry recei- vables and other non-current assets. The item "Current assets" includes trade receivables, other current receivables, and cash and cash equivalents. "Cash and cash equivalents" include bank and post offi- ce deposits and cash and valuables on hand. The other assets consist of investments outstanding at the balance sheet date. The item “Non-current liabilities” includes mortgage loans from banks, bond loans, derivatives, other payables and security deposits. The item “Current liabilities” covers short-term payables to banks, the current portion of medium/long-term loans, trade payables and other current payables. The items in the statement of financial position are classi- fied below according to the categories required by IFRS 9 at 31 December 2025 and 31 December 2024: > NOTE 44) IFRS 7 - "FINANCIAL INSTRUMENTS: DISCLOSURES"
Page 145
289 288 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS Non current financial assets ASSETS LIABILITIES Derivative assets Sundry receivables and other non current assets Derivative liabilities Trade and other receivables vs related party Payables due to other source of finance Trade and other payables vs related party Sundry payables and other non current liabilities Leasing Cash and cash equivalents Non current liabilities TOTAL FINANCIAL LIABILITIES Current liabilities Other non current assets FINANCIAL LIABILITIES Trade and other receivables Bond Trade and other payables Equity investments Payables due to bank Other current assets Loans Other current liabilities Sundry pyables and other n current liabilities vs related party Current assets TOTAL FINANCIAL ASSETS Receivables and loans Financial assets/ liabilities designated at fair value Financial assets/ liabilities measured at fair value held for negotiation Financial assets held to maturityFigures as of 31 december 2025 CARRYING VALUE CARRYING VALUE Hedging derivatives of which current of which non current Fair ValueT otalFinancial assets available for sale Financial liabilities measured at amortized costs 0 166 103,313 426 6,954 719 4,703 9,291 125,572 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 000 000 000 000 000 000 000 000 000 000 000 000 000 000 000 000 000 000 000 0 0 2,057 166 2,057 166 2,057 166 0 0 2,057 0 0 0 0 103,313 103,313 103,313000 0 426 426 426000 0 6,954 6,954 6,954000 0 719 719 719000 0 4,703 4,703 4,703000 0 9,291 9,291 9,291000 0 127,629 105,962 127,62921,6672,0570 0 1,575 1,575 1,57501,575 0 31 0 3131031 0 1,348 927 1,34842101,348 0 296,061 293,781 300,4082,2800296,061 0 16,427 15,653 16,427774016,427 0 485,231 457,892 485,23127,3390485,231 0 0 0 0000 0 4,465 4,465 4,465004,465 0 14,427 0 14,42714,427014,427 0 1,417 0 1,4171,41701,417 0 3,447 0 3,4473,44703,447 0 824,429 774,293 828,77650,1361,575822,854
Page 146
291 290 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS Non current financial assets ASSETS LIABILITIES Derivative assets Sundry receivables and other non current assets Derivative liabilities Trade and other receivables vs related party Payables due to other source of finance Trade and other payables vs related party Sundry payables and other non current liabilities Leasing Cash and cash equivalents Non current liabilities TOTAL FINANCIAL LIABILITIES Current liabilities Other non current assets FINANCIAL LIABILITIES Trade and other receivables Bond Trade and other payables Equity investments Payables due to bank Other current assets Loans Other current liabilities Sundry pyables and other n current liabilities vs related party Current assets TOTAL FINANCIAL ASSETS Receivables and loans Financial assets/ liabilities designated at fair value Financial assets/ liabilities measured at fair value held for negotiation Financial assets held to maturityFigures as of 31 december 2024 CARRYING VALUE CARRYING VALUE Hedging derivatives of which current of which non current Fair ValueT otalFinancial assets available for sale Financial liabilities measured at amortized costs 2,155 140 106,005 176 10,542 808 1,933 4,741 126,500 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 000 000 000 000 000 000 000 000 000 000 000 000 000 000 000 000 000 000 000 0 0 2,155 140 2,155 140 2,155 140 0 0 0 0 0 0 0 106,005 106,005 106,005000 0 176 176 176000 0 10,542 10,542 10,542000 0 808 808 808000 0 1,933 1,933 1,933000 0 4,741 4,741 4,741000 0 126,500 108,476 126,50018,02400 0 3,749 3,749 3,74903,7490 0 2,756 0 2,7562,75602,756 0 1,758 1,347 1,64441101,758 0 294,611 283,761 289,74210,8500294,611 0 13,740 5,929 13,7407,811013,740 0 498,526 450,566 501,51547,9600498,526 0 6,085 6,085 6,085006,085 0 4,465 4,465 4,465004,465 0 13,731 0 13,73113,731013,731 0 1,395 0 1,3951,39501,395 0 15,230 0 15,23015,230015,230 0 856,046 755,902 854,052100,1443,749852,297
Page 147
293 292 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTE DI COMMENTO AI PROSPETTI CONTABILI IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS For each financial instrument, both carrying value and fair value are indicated. The two values coincide for most instruments, as their maturity is short term. They differ for long-term instruments, such as mortgage loans, le- asing instalments and bonds. T o calculate the fair value of liabilities measured at amortised cost, the Group has discounted future cash flows to present value using a ri- sk-free (zero coupon) curve estimated at 31 December, as reported by Bloomberg. The calculation takes account of the credit spread that banks would currently grant to the Company. The fair value of interest rate swaps for which no active market exists is determined according to mar- ket-based quantitative techniques, i.e. accredited pricing models based on parameters taken as of the individual measurement dates. This method therefore reflects a ma- teriality of the input data consistent with Level 2 of the fair value hierarchy defined by IFRS 13: although quoted pri- ces in active markets (Level 1) are not available for these instruments, it is possible to base measurements on data observable either directly or indirectly in the market. The fair value of financial liabilities was calculated using the credit spread that banks would grant to IGD SIIQ S.p.A. as of the measurement date. At 31 December 2024, the esti- mated credit spread was 5.7% (5.7% the previous year). > Collateral Below is a list of financial assets pledged as collateral for contingent liabilities. > Gains and losses from financial instruments The table below reports the gains and losses from finan- cial instruments held. These derive from the impairment of trade receivables and hedge derivatives. For hedging derivatives, the table shows the amount of the differentials paid and collected. The effects relating to the change in the Fair Value of derivatives held by the Parent Company, recorded in Net Equity in the Cash Flow Hedge reserve net of tax effects, in the 2025 financial year were positive for €3,010 thousand and in the 2024 finan- cial year were negative for €5,861 thousand. Net profit (loss) Net profit (loss) Financial assets/ liabilities Financial assets/ liabilities T otal T otal Trade and other receivables Trade and other receivables Financial assets/ liabilities measured at fair value Financial assets/ liabilities measured at fair value Financial assets available for sale Financial assets available for sale Receivables and loans Receivables and loans Hedge derivatives Hedge derivatives Financial assets/ liabilities measured at fair value held for negotiations Financial assets/ liabilities measured at fair value held for negotiations Financial liabilities measured at amortized costs Financial liabilities measured at amortized costs Financial assets held to maturity Financial assets held to maturity 31-Dec-25 31-Dec-24 Income statement as of 12/31/2025 Income statement as of 12/31/2024 Carrying value Carrying value INCOME AND LOSS FROM FINANCIAL INSTRUMENTS INCOME AND LOSS FROM FINANCIAL INSTRUMENTS 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 (642) (1,136) 0 0 0 0 0 0 (1,188) 2,228 0 0 0 0 0 0 (1,188) 2,228 0 0 0 0 (642) (1,136) The following table shows the impairment of trade receivables: Security deposits Sundry receivables and other assets 2025 Carrying value 2024 Collateral given 166 112 Opening balance provisions for doubtful accounts Provisions Utilization Translation effect Impairment Area change/extraordinary transactions Other movements Closing balance provisions for doubtful accounts 12/31/2025 Impairment of trade receivables 12/31/2024 Impairment 11,191 16,335 0 (1,782) 0 (6,281) (7) 0 0 - 0 641 0 1,136 10,044 11,191
Page 148
295 294 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.6 NOTES TO THE FINANCIAL STATEMENTS IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.7 MANAGEMENT AND COORDINATION The next table shows income and charges from financial assets and liabilities not measured at fair value: 2025Interest income 2024 Interest income of financial assets not measured at fair value Deposits Receivables vs related party 2025Interest expenses 2024 Interest expenses of financial liabilities not measured at fair value Security deposits Financial liabilities Leasing Bonds Sundry payables and other liabilities Loans IFRS 16 Short-term loans The Company is a subsidiary of Coop Alleanza 3.0 Soc. Coop. of Villanova di Castenaso (province of Bologna) and is under the management and coordination of the latter. Pursuant to Article 2497 bis (4) of the Italian Civil Code, key figures from the latest approved financial statements of Coop Alleanza 3.0 Soc. Coop. are presented below: 4.7 / / Management and coordination Financial statements COOP Alleanza 3.0 BALANCE SHEET (ex art. 2424 C.C.) year 2024 year 2023 ASSETS LIABILITIES INCOME STATEMENT (ex art. 2425 C.C.) MEMORANDUM ACCOUNT T otal assets T otal liabilities and net equity Profit (loss) for the period A) Subscribed capital unpaid A) Net equity A) Value of production B) Fixed assets B) General provisions B) Costs of production C) Current assets C) Provision for employees serverance indemnities C) Financial income and charges E) Extraordinary income and charges D) Accrued income and pre-payments E) Accrued income and prepayments Income taxes for the period D) Payables D) Adjustments to financial asset value 2,259,410,783 2,327,630,565 85,186,649 89,218,261 121,765,190 93,308,198 0 0 1,589,725,008 1,586,205,490 4,409,821,006 4,372,943,458 4,003,766,520 3,902,972,568 95,998,706 92,317,848 (4,502,628,050) (4,414,350,379) 21,057,142 15,794,579 6,284,234,445 6,246,397,712 2,832,523 3,580,055 (2,705,638) (14,932,297) 6,284,234,445 6,246,397,712 10,979,403 20,012,859 4,510,491,559 4,475,076,058 (15,273,105) (16,956,121) 0 5 351 387 542 1,271 46,472 38,435 1,122 1,342 87 99 95 165 60 103 10,280 28,340
Page 149
297 296 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.8 LIST OF SIGNIFICANT EQUITY INVESTMENTS IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.9 INFORMATION PURSUANT TO ART. 149 DUODECIES OF CONSOB’S REGULATIONS FOR ISSUERS Below is a full list of significant equity investments held by IGD SIIQ S.p.A. at 31 December 2025. 4.8 / / List of significant equity investments Name Registered office Bologna via trattati comunitari Europei 1957 - 2007 Country Italy Share Capital 650,000,000.00 Currency Euro % of share capital heldHeld by % of consolidated Group interest Activities Shopping center managementIGD SIIQ S.p.A. Parent company (*): IGD SIIQ holds 25,224 class B shares equal to 40% of the fund capital. (**): IGD SIIQ holds 5,171 class B shares equal to 40% of the fund capital. Service provider(Amount in thousand of Euro) Recipient Fees in 2025 The following chart, prepared in accordance with Article 149 duodecies of Consob’s Issuers’ Regulations, shows the fees pertaining to 2025 for external auditing and for ser- vices other than auditing rendered by the independent auditors or by entities in its network. 4.9 / / Information pursuant to Art. 149 duodecies of Consob’s Issuers’ Regulations Deloitte & Touche S.p.A. Deloitte Audit S.R.L. Deloitte & Touche S.p.A. Deloitte & Touche S.p.A. Deloitte & Touche S.p.A. 124 22 115 362 28 46 IGD SIIQ S.p.A. IGD SIIQ S.p.A. IGD SIIQ S.p.A. Romanian subsidiaries Subsidiaries: - IGD Service S.r.l. - Porta Medicea S.r.l. Audiiting Total Sustainability report auditing Issue of Bond 300ML Bologna via dell’Arcoveggio n.49/2 Italy 1,500,000.00 64,165,000.00 258,000,000.00 Euro IGD SIIQ S.p.A.99.98% 99.98% Asset management, sport facilities and equipment management, construction, sale and rent of properties to be used for sport and commercial activities Arco Campus S.r.l. Bologna via trattati comunitari Europei 1957 - 2007 Bologna via trattati comunitari Europei 1957 - 2007 Milano via San Paolo 7 Milano via San Paolo 7 Bologna via trattati comunitari Europei 1957 - 2007 Italy Italy Italy Italy Romania Romania Bucarest Bucarest Italy 7,227,679.23 50,000.00 113,715.30 1,001,000 60,000,000.00 Euro Euro Euro Euro Lei Lei Euro Win Magazin S.A. IGD SIIQ S.p.A. IGD Service S.r.l. IGD SIIQ S.p.A. IGD Service S.r.l. 99.9% IGD SIIQ S.p.A. 0.1% IGD SIIQ S.p.A. IGD SIIQ S.p.A. 100% 100% 100% 100% 40%* 40%** 40% 40% 100% 100.00% 100.00% 100.00% 100.00% 100.00% Construction and marketing company Shopping center management Hypermarkets/ Supermarkets ownership Hypermarkets/ Supermarkets/ Shopping malls ownership Agency and facility management services Shopping center management and services Shopping center management Subsidiaries fully consolidated Associated companies consolidated at net equity Win Magazin S.A. IGD Service S.r.l. Porta Medicea S.r.l. Alliance SIINQ S.r.l. Juice Fund FOOD Fund Winmarkt Management S.r.l.
Page 150
299 298 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.10 CERTIFICATION OF THE CONSOLIDATED FINANCIAL STATEMENTS 4.10 / / Certification of the consolidated financial statements CERTIFICATION OF THE CONSOLIDATED FINANCIAL STATEMENTS PURSUANT TO ART. 81-TER OF THE CONSOB REGULATION ADOPTED WITH RESOLUTION 11971 OF 14 MAY 1999, AS AMENDED 1. We, the undersigned, Roberto Zoia, as Chief Executive Officer and Emanuela Caleffi, as financial reporting officer of IGD SIIQ S.p.A., hereby declare, including in accordance with Art. 154 -bis (3) and (4) of Legislative Decree 58/98: - the adequacy of in relation to the characteristics of the business; and - the company’s due compliance with the administrative and accounting procedures for the preparation of the consolidated financial statements during the year 2025. 2. We also confirm that: 2.1. the consolidated financial statements: a) have been prepared in accordance with the applicable International Accounting Standards recognized by the European Union pursuant to Regulation 1606/2002/EC of the European Parliament and the Council of 19 July 2002; b) correspond to the ledgers and accounting entries; c) provide fair and truthful disclosure of the financial status and performance of the issuer and the companies included in the consolidation; 2.2 the directors’ report contains a reliable analysis of the performance, results, and current situation of the issuer and the companies in the consolidation, along with a description of the main risks and uncertainties to which they are exposed. Bologna, 26 February 2026 Chief Executive Officer Financial Reporting Officer Roberto Zoia Emanuela Caleffi IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.11 EXTERNAL AUDITORS’ REPORT 4.11 / / External Auditors’ Report
Page 151
301 300 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.11 EXTERNAL AUDITORS’ REPORT IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.11 EXTERNAL AUDITORS’ REPORT
Page 152
303 302 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.11 EXTERNAL AUDITORS’ REPORT IIGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.11 EXTERNAL AUDITORS’ REPORT
Page 153
305 304 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.11 EXTERNAL AUDITORS’ REPORT IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.11 EXTERNAL AUDITORS’ REPORT
Page 154
307 306 4 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 4.11 EXTERNAL AUDITORS’ REPORT IGD GROUP: CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 -
Page 155
308 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 / / 5. IGD SIIQ S.P.A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 DETAILED INDEX Income statement Statement of comprehensive income Statement of financial position Statement of changes in equity Cash flow statement Notes to the financial statements General information Summary of accounting standards Basis of preparation Intangible assets Investment property and assets under construction Right of use assets Plant, machinery and equipment Equity investments Financial assets Other non-current assets Trade and other receivables Cash and cash equivalents Financial receivables and other current financial assets Financial liabilities Provisions for risks and charges Employee benefits Revenue Dividends Costs Financial income and charges Income taxes Derecognition of financial assets and financial liabilities Translation of foreign currency items Derivative financial instruments SIIQ Status Use of estimates Notes to the separate Financial Statements Proposal for approval of the financial statements and distribution of dividends Management and coordination Information pursuant to Art. 149 duodecies of Consob’s Issuers’ Regulations Certification of the separate Financial Statements Attachments External Auditors’ Report Report of the Board of Statutory Auditors 5.1 5.2 5.3 5.4 5.5 5.6 5.6.1 5.6.2 5.6.2.1 5.6.2.2 5.6.2.3 5.6.2.4 5.6.2.5 5.6.2.6 5.6.2.7 5.6.2.8 5.6.2.9 5.6.2.10 5.6.2.11 5.6.2.12 5.6.2.13 5.6.2.14 5.6.2.15 5.6.2.16 5.6.2.17 5.6.2.18 5.6.2.19 5.6.2.20 5.6.2.21 5.6.2.22 5.6.2.23 5.6.3 5.6.4 5.7 5.8 5.9 5.10 5.11 5.12 5.13 5
Page 156
311 310 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.1 INCOME STATEMENT IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.2 STATEMENT OF COMPREHENSIVE INCOME 5.1 / / Income statement Revenue Other revenue Depreciation, amortization, provisions, impairment and change in fair value EBIT Income / (loss) from equity investments and asset disposal of real estate properties Financial Income Operating revenues 12/31/2025 (A)Note(In thousands of Euros) 12/31/2024 (B) Change (A) - (B) Revenues from third parties Other revenues from third parties Depreciations, amortization and provisions Provisions for doubtful accounts Revenues from related parties Other revenues from related parties (Impairment losses) / Reversals on work in progress and inventories Change in fair value Total operating costs Service costs from third parties Financial income from third parties Cost of labour Service costs Service costs from related parties Financial income from related parties Other operating costs 5.2 / / Statement of comprehensive income Financial charges 12/31/2025 12/31/2025 (A)Note (Amount in Euro) (In thousands of Euros) 12/31/2024 12/31/2024 (B) Change (A) - (B) Financial charges from third parties Financial charges from related parties 111,675,872 115,845,9701 2 (4,170,098) 87,909,608 87,402,570 23,766,264 28,443,400 1,918,270 1,140,095 1,603,165 811,069 315,105 329,026 113,594,142 116,986,065 (13,929,483) (14,924,495) (9,516,043) (11,651,190) (4,413,439) (3,273,305) (7,610,426) (6,297,132) (8,172,614) (8,249,357) (29,712,523) (29,470,984) (2,120,153) (1,949,969) 26,500 113,850 (535,841) (1,116,850) 9,728,634 (19,235,035) 7,099,140 (22,188,004) 90,980,759 65,327,077 (2,919,589) (29,263,433) 2,447,075 4,133,263 137,516 338,789 2,309,558 3,794,474 (59,232,139) (66,797,388) (59,037,947) (66,536,036) (194,192) (261,352) 4 6 7 3 5 507,038 (4,677,136) 778,175 792,096 (13,921) (3,391,923) 995,012 2,135,147 (1,140,134) (1,313,294) 76,743 (241,539) (170,184) (87,350) 581,009 28,963,669 29,287,144 25,653,682 26,343,844 (1,686,188) (201,273) (1,484,916) 7,565,249 7,498,089 67,160 Net financial income (expense) Pre-tax profit NET PROFIT FOR THE PERIOD Profit/(loss) for the period attributable to the Parent Company (56,785,064) (62,664,125) 31,276,107 (26,600,481) (52,142) (320,467) 31,223,965 31,223,965 (26,920,948) (26,920,948) 5,879,061 57,876,588 268,325 58,144,913 58,144,913 8 9Income taxes NET RESULT OF THE YEAR Total component of the comprehensive income statement that will be reclassified to profit/loss of the year 34,308,791 (27,112,272) 3,010,340 (223,196) (396,281) 70,483 3,406,621 (293,679) 74,486 31,872 0 (817) 74,486 32,689 31,223,965 (26,920,948) Other component of the comprehensive income statement that will not be reclassified to profit/loss of the year, net of tax effect Other component of the comprehensive income statement that will be reclassified to profit/loss of the year Total component of the comprehensive income statement that will not be reclassified to profit/loss of the year Hedge derivative financial instruments Total comprehensive profit / (loss) for the period Recalculation of defined benefit plans Tax effect Tax effect of hedge derivative financial instruments
Page 157
313 312 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.3 STATEMENT OF FINANCIAL POSITION IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.3 STATEMENT OF FINANCIAL POSITION 5.3 / / Statement of financial position 12/31/2025 (A)Note(in thousands of Euros) 12/31/2024 (B) Change (A) - (B) 12/31/2025 (A)Note(in thousands of Euros) 12/31/2024 (B) Change (A) - (B) NON CURRENT ASSETS: Investment property CURRENT ASSETS: TOTAL ASSETS (A + B) Other non-current assets Equipment and other goods Other current assets Equity investments Derivative assets Non-current financial assets 12 14 22 18 19 11 13 20 16 23 25 10 14 21 17 15 24 Intangible assets Goodwill Buildings Trade and other receivagles Deferred tax assets Other receivables to third parties Intangible assets with finite useful lives Property, plant, and equipment TOTAL NON-CURRENT ASSETS (A) TOTAL CURRENT ASSETS (B) Plant and machinery Trade and other receivagles from related parties Sundry receivables and other non-current assets Assets under construction and advance payments Related parties financial receivables and other current financial assets Cash and cash equivalents 515,631 571,183 1,000,000 1,000,000 1,515,631 1,571,183 1,576,563,369 1,541,072,931 6,355,137 6,563,145 80,548 86,707 1,584,101 2,033,158 2,428,340 2,401,840 1,587,011,496 1,552,157,781 1,246,325 1,670,704 4,332,164 7,497,667 622,436 1,199,208 69,583,433 90,618,754 117,967 109,962 1,186,667 1,827,061 53,153,348 75,946,551 1,881,507,911 1,870,769,392 219,725,992 222,485,827 2,057,067 250,000 2,155,181 0 223,397,352 226,421,674 1,811,924,479 1,780,150,638 3,557,944 1,859,350 6,730,874 2,288,918 (55,552) - (55,552) 35,490,438 (208,008) (6,159) (449,057) 26,500 34,853,715 (424,379) (3,165,503) (576,772) (21,035,321) 8,005 (640,394) (22,793,203) 10,738,519 (2,759,835) (98,114) 250,000 (3,024,322) 31,773,841 1,698,594 4,441,956 NET EQUITY: Profit (loss) for the year Retained earnings (accumulated losses) attributable to the Group CURRENT LIABILITIES: TOTAL EQUITY AND LIABILITIES (D + H) Employee benefits provision Trade and other payables to related parties Other payables and liabilities to related parties 28 34 30 650,000,000 650,000,000 362,880,159 399,376,114 1,032 1,034 31,223,965 (26,920,948) 1,044,105,155 1,022,456,200 1,044,105,155 1,022,456,200 1,574,600 3,748,514 752,600,478 736,253,144 1,352,466 1,483,316 5,008,987 5,481,821 2,137,542 1,914,146 8,315.277 8,315,277 770,989,350 757,196,218 30,650,007 65,406,109 10,500,000 0 12,386,690 10,014,104 789,173 1,296,766 1,213,102 906,667 10,433,236 12,521,765 441,198 971,563 66,413,406 91,116,975 837,402,756 848,313,192 1,881,507,911 1,870,769,392 26 31 31 29 35 27 33 30 41 36 37 0 (36,495,955) (2) 58,144,913 21,648,955 21,648,955 (2,173,914) 16,347,334 (130,850) (472,834) 223,396 0 13,793,132 (34,756,102) 10,500,000 2,372,586 (507,593) 306,435 (2,088,529) (530,365) (24,703,569) (10,910,436) 10,738,519 Share capital TOTAL EQUITY (D) Total Group net equity Financial liabilities Current financial liabilities to related parties Provisions for risks and future charges NON-CURRENT LIABILITIES: Tax liabilities Other reserves TOTAL NON-CURRENT LIABILITIES (E) TOTAL LIABILITIES (H = E + F) Trade and other payables Other payables and liabilities Derivative financial liabilities Financial liabilities Other liabilities Other liabilities to related parties TOTAL CURRENT LIABILITIES (F)
Page 158
315 314 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.4 STATEMENT OF CHANGES IN EQUITY IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.4 STATEMENT OF CHANGES IN EQUITY 5.4 / / Statement of changes in equity (Amount in Euro) (Amount in Euro)Share capital Share capital Sahre premium reserve Sahre premium reserve Other reserves Other reserves Profit (loss) for the year Profit (loss) for the year Profit (loss) from previous years Profit (loss) from previous years Net equity Net equity Balance at 01/01/2025 Balance at 01/01/2024 Cash flow hedge derivative assessment Cash flow hedge derivative assessment Reclassification of fair value reserve Revaluation reserve tax release Reclassification of fair value reserve Cover of 2024 loss Cover of 2023 loss Total comprehensive profit (loss) Total comprehensive profit (loss) Balance at 12/31/2025 Balance at 12/31/2024 Profit / (loss) of the year Profit / (loss) of the year Cover of 2024 loss Cover of 2023 loss Dividends paid Dividends paid Other comprehensive profit (loss) Other comprehensive profit (loss) 650,000,000 0 0 0 0 0 0 0 650,000,000 0 0 0 0 0 0 0 0 0 472,082,296 0 (223,196) 31,872 (191,324) 0 (72,514,858) 0 399,376,114 (72,514,858) (26,920,948) 0 0 (26,920,948) 0 0 72,514,858 (26,920,948) 1,034 0 0 0 0 0 0 1,034 1,049,568,472 (26,920,948) (223,196) 31,872 (27,112,272) 0 0 0 1,022,456,200 650,000,000 0 0 0 0 0 0 0 0 650,000,000 0 0 0 0 0 0 0 0 0 0 399,376,114 0 3,010,340 74,486 3,084,826 (11,034,190) (26,920,946) 0 (1,625,646) 362,880,158 (26,920,948) 31,223,965 0 0 31,223,965 0 0 0 26,920,948 31,223,965 1,034 0 0 0 0 0 (2) 0 1,032 1,022,456,200 31,223,965 3,010,340 74,486 34,308,792 (11,034,190) 0 0 (1,625,646) 1,044,105,155
Page 159
317 316 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.5 CASH FLOWS STATEMENT IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.5 CASH FLOWS STATEMENT 5.5 / / Cash flow statement CASH FLOW FROM OPERATING ACTIVITIES: Writedown of receivables Disposals of intangible assets (Investments) in tangible assets (Investments) in equity interests Disposals of tangible assets Impact of Food transaction Changes in provisions for employees and end of mandate treatment (In thousands of Euros) (In thousands of Euros) Profit (loss) of the year Financial charges/ (income) CASH FLOW FROM OPERATING ACTIVITIES (A) (Impairment losses) / reversal on work in progress Adjustments to reconcile net profit with cash flow generated (absorbed) by operating activities Depreciation and amortization Taxes of the year (Investments) in intangibile assets Changes in fair value - (increases) / decreases Gains / losses from disposal - equity investments CASH FLOW FROM INVESTING ACTIVITIES (B) CASH FLOW FROM OPERATING ACTIVITIES: CASH FLOW FROM OPERATING ACTIVITIES NET OF TAX: Financial charge paid Change in inventory Income tax Net change in other assets Net change in other liabilities Change in trade payables Provisions for employees, end of mandate treatment Change in trade receivables Change in related parties financial receivables and other current financial assets Distribution of dividends (Adjustment) / Capital increase costs Rents paid for financial leases Collections for new loans and other financing activities CASH FLOW FROM FINANCING ACTIVITIES (C) CASH BALANCE AT END OF THE PERIOD NET INCREASE (DECREASE) IN CASH BALANCE (A+B+C+D) EXCHANGE RATE DIFFERENCES ON CASH AND CASH EQUIVALENTS (D) Loans repayments and other financing activities Note 12/31/2025 12/31/2024 12/31/2025 12/31/2024 31,224 (26,921) 52 320 56,785 62,661 2,120 1,950 536 1,117 (27) (114) (9,729) 19,235 2,940 29,263 1,055 557 84,956 88,068 (46,482) (41,311) (655) (1,136) 151 0 37,970 45,621 3,271 (1,915) 0 0 (706) 4,635 1,865 (7,797) (4,927) (5,208) 37,473 35,336 (248) (229) 0 0 (25,900) (16,351) 0 3,595 (180) (10) 0 153,165 9 8 6 6 6 6 7 10 (26,328) 140,170 22,544 3,761 20 5 (11,034) 0 (3,918) (3,865) (924,815) (192,015) 910,500 15,756 (6,703) (176,358) 4,442 (852) 2,289 3,141 6,731 2,289 25 31 31
Page 160
319 318 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS 5.6 / / Notes to the financial statements 5.6.1 / / General information The financial statements of Immobiliare Grande Distribu- zione SIIQ S.p.A. for the year ended 31 December 2025 were approved and authorized for publication by the Bo- ard of Directors on 26 February 2026. IGD SIIQ S.p.A. is a subsidiary and is under the manage- ment and coordination of Coop Alleanza 3.0 Soc. Coop. 5.6.2 / / Summary of accounting standards 5.6.2.1 / / Basis of preparation > Statement of compliance with International Accounting Standards The 2025 separate financial statements have been prepa- red in accordance with IFRS (International Financial Re- porting Standards) issued by IASB (International Accoun- ting Standards Board) and approved by the European Union, and with the guidance issued in compliance with Article 9 of Italian Legislative Decree 38/2005. The term “IFRS” encompasses all of the International Accounting Standards (IAS) and all interpretations published by the International Financial Reporting Interpretations Com- mittee (IFRIC), including those previously issued by the Standing Interpretations Committee (SIC), that as of the reporting date had been endorsed following the proce- dure specified in Regulation (EC) 1606/2002. IFRS have been applied consistently in all the reporting periods pre- sented. The Directors have assessed the applicability of the going concern assumption in the preparation of the financial sta- tements, concluding that such assumption is appropriate as there are no doubts about the business continuity, con- sidering the actions taken in 2025 and 2026 described in the corporate events paragraph. > Reporting formats The items in the statement of financial position have been classified as current or non-current, and those in the inco- me statement by type. The statement of comprehensive income shows the net profit or loss along with income and charges that by express IFRS requirement are recognised directly in equi- ty. The statement of changes in equity presents comprehen- sive income and charges, transactions with shareholders and other changes in net equity. The statement of cash flows is prepared using the indirect method, adjusting the profit for non-cash items. > Presentation of the notes to the financial state- ments To facilitate comprehension, all amounts below are expres- sed in thousands of euros unless otherwise specified. > Changes in accounting standards a) IFRS accounting standards, amendments and inter- pretations applied from 1 January 2025 The following IFRS accounting standards, amendments and interpretations were applied for the first time by the Company as from 1 January 2025: > On 15 August 2023, IASB published “Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability.” The amendments require an en- tity to identify a consistent method to assess whether a currency can be exchanged for another, and if it cannot, how to determine the exchange rate to be used and what disclosures to make in the notes to the financial statemen- ts. This amendment has had no effect on the Company's separate financial statements. b) IFRS accounting standards, amendments, and inter- pretations endorsed by the European Union but not yet mandatorily applicable and not adopted in advance by the Group as of 31 December 2025 As of the reporting date, the relevant bodies of the Euro- pean Union have completed the endorsement process for the adoption of the amendments and principles described below, which are not mandatory and have not been adop- ted in advance by the Group as of 31 December 2025: > On 30 May 2024 IASB published “Amendments to the Classification and Measurement of Financial Instrumen- ts—Amendments to IFRS 9 and IFRS 7.” The document clarifies some problematic aspects that emerged from the post-implementation review of IFRS 9, including the accounting of financial assets whose returns depend on the achievement of ESG objectives (i.e. green bonds). The amendments, in particular, aim to: > Clarify the classification of financial assets with variable returns and linked to environmental, so- cial and corporate governance (ESG) objectives and the criteria to be used for the SPPI test asses- sment; > Determine that the liabilities settlement date through electronic payment systems is the date on which the liability is extinguished. However, an en- tity is permitted to adopt an accounting policy to allow a financial liability to be derecognised befo- re delivering cash at the settlement date if certain specified conditions are met. With these amendments, the IASB has also introduced additional disclosure requirements specifically regarding investments in equity instruments recognised at FVOCI. The changes are effective from 1 January 2026 but early adoption is permitted. The Directors do not expect the adoption of this amendment to have a significant impact on the Company’s separate financial statements. > On 18 December 2024, IASB published an amendment denominated “Contracts Referencing Nature-dependent Electricity – Amendment to IFRS 9 and IFRS 7”. The docu- ment aims to support entities in reporting the financial ef- fects of contracts for the purchase of electricity produced from renewable sources (often structured as Power Pur- chase Agreements). Under these contracts, the amount of electricity generated and purchased can vary based on uncontrollable factors such as weather conditions. IASB has made targeted amendments to IFRS 9 and IFRS 7. Amendments include: > A clarification regarding the application of the “own use” requirements to this type of contract; > The criteria to allow the accounting of such con- tracts as hedging instruments; and, > New disclosure requirements to enable users of financial statements to understand the effect of these contracts on an entity's financial performan- ce and cash flows. They are effective from 1 January 2026 but early adoption is permitted. The Directors do not expect the adoption of this amendment to have a significant impact on the Com- pany’s separate financial statements. > On 18 July 2024, IASB published “Annual Improvements Volume 11.” The document includes clarifications, simplifi- cations, corrections and changes aimed at improving the consistency of several IFRS Accounting Standards. The amended standards are as follows: > IFRS 1 First-time Adoption of International Fi- nancial Reporting Standards; > IFRS 7 Financial Instruments; Disclosures and re- lated guidance on the implementation of IFRS 7; > IFRS 9 Financial Instruments; > IFRS 10 Consolidated Financial Statements; and > IAS 7 Statement of Cash Flows. The changes are effective from 1 January 2026. The Di- rectors do not expect the adoption of this amendment to have a significant impact on the Company’s separate financial statements. C) IFRS accounting standards, amendments and inter- pretations not yet endorsed by the European Union as of 31 December 2025 As of the reporting date, the EU authorities had not yet fi- nished the endorsement process necessary for the adop- tion of the following amendments and standards. > On 9 April 2024, IASB published the new IFRS 18 Pre- sentation and Disclosure in Financial Statements that will replace IAS 1 Presentation of Financial Statements. The new standard aims to improve the format for the presen- tation of financial statements and the income statement in particular. Specifically, the new standard requires to: > Classify revenue and costs into three new cate- gories (operating, investing and financing), in ad- dition to the tax and discontinued operations ca- tegories which are already included in the income statement; > Present two new subtotals, operating profit and earnings before interest and taxes (i.e. EBIT). The new standard also: > Requires more information on the performance indicators defined by management; > Introduces new criteria for the aggregation and disaggregation of information; and, > Introduces some changes to the cash flow state- ment, including the requirement to use operating profit as the starting point for the presentation of the cash flow statement prepared using the indi- rect method and the elimination of some classifi- cation options for some currently existing items (such as interest paid, interest received, dividends paid and dividends received).
Page 161
321 320 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS The new standard will be effective from 1 January 2027 but early adoption is permitted. The Directors are cur- rently evaluating the possible effects of the introduction of this new principle on the Company’s separate financial statements. > On 9 May 2024 IASB published the new IFRS 19 Sub- sidiaries without Public Accountability: Disclosures (to- gether with the Amendments to IFRS 19 Subsidiaries wi- thout Public Accountability: Disclosures published on 21 August 2025). The new standard introduces some sim- plifications with reference to the disclosures required by IFRS Accounting Standards in the financial statements of a subsidiary, which meets the following requirements: > The subsidiary has not issued equity or debt in- struments listed on a regulated market and is not in the process of issuing them; > Its parent company prepares consolidated finan- cial statements in accordance with IFRS standards. > On 13 November 2025, IASB published a document cal- led “Translation to a Hyperinflationary Presentation Cur- rency – Amendment to IAS 21” which clarifies the transla- tion procedures for an entity whose presentation currency is that of a hyperinflationary economy. The entity applies the changes if: > Its functional currency is that of a non-hyperin- flationary economy and it is converting its financial results and financial position into the currency of a hyperinflationary economy; or, > Is converting into the currency of a hyperinflatio- nary economy the economic results and financial position of a foreign operation whose functional currency is that of a non-hyperinflationary eco- nomy. The changes are effective from 1 January 2027. The Di- rectors do not expect the adoption of this amendment to have a significant impact on the Company’s separate financial statements. 5.6.2.2 / / Intangible assets Intangible assets are recognised at cost when they are identifiable and controllable and it is likely that use of the asset will generate future economic benefits and when its cost can be reliably determined. Intangible assets acquired through business combinations are recognised at the market value defined as of the acquisition date if that value can be reliably determined. After their initial recognition, intangible assets are carried at cost. The useful life of intangible assets can be either finite or indefinite. Intangible assets with indefinite useful lives are not amortized but are subject to impairment testing each year, or more frequently, whenever there is any indication of impairment. All intangible assets are subject to impairment testing on an annual basis to assess whether there is an impairment loss. Further to such testing, if the recoverable value of an asset is less than its book value, the latter is reduced to recoverable value. This reduction constitutes an impairment loss, which is immediately posted to the income statement. An asset’s recoverable value is the higher of its net sale value or value in use. Value in use is the present value of expected cash flows generated by the asset. In order to assess losses in value, assets are grouped into the lowest cash generating unit, i.e. the lowest level for which independent cash flows can be separately identified. In the case of an indicator implying recovery of the value lost, the asset’s recoverable value is re-determined and the book value is increased to that new value. However, the increase in book value can never exceed the net book value that the fixed asset would have had if no impairment had occurred. 5.6.2.3 / / Investment property and assets under construction Investment property is real estate held in order to earn rent while appreciating in value over time. Investment property is initially recognised at cost, inclu- ding transaction expenses (as well as borrowing costs, where applicable), and is subsequently measured at fair value with changes reported in the income statement. Any work on the properties is added to their carrying va- lue only if it is likely to produce future economic benefits and if the cost can be reliably determined. Other mainte- nance and repair costs are recognised in the income sta- tement when incurred. The fair value of investment property does not reflect fu- ture capital expenditure that will improve or enhance the property and does not reflect the related future benefits from this expenditure. The market value of properties includes the value of their plant and machinery, as well as goodwill acquired. Investment property is derecognised on disposal, or when it is permanently withdrawn from use and no future eco- nomic benefits are expected from its disposal. Any gains or losses from the withdrawal or disposal of investment property are recognised to profit or loss in the period in which the withdrawal or disposal takes place. The proper- ty portfolio’s value is measured twice a year with assistan- ce from independent experts, who have recognised pro- fessional qualifications and up-to-date knowledge of the properties’ rental situation and characteristics. Assets under construction, consisting of deposits and advance payments, are measured at cost. For land and accessory works on which investment property will be developed, once the building permits are obtained and/ or the urban planning agreements signed, and once the procedure for obtaining administrative permits is comple- ted and construction is underway, their fair value can be reliably determined and the fair value method is therefore used. Until that time, the asset is recognised at cost, whi- ch is compared with the recoverable amount at each re- porting date in order to determine any loss in value. When construction or development of an investment property is completed, it is restated to “investment property.” IFRS 13 defines fair value as the price that would be re- ceived to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e. an exit price). The fair value of investment property in accordance with IFRS 13 must reflect, among other things, rental income from current leases and other reasonable and supportable assump- tions that market participants would use when pricing the asset under current market conditions. As stated in paragraph 27 of IFRS 13, the fair value me- asurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The highest and best use of a non-financial asset takes into account the use of the asset that is physically pos- sible, legally permissible and financially feasible. Specifi- cally: > A physically possible use takes into account the phy - sical characteristics of the asset that market participants would take into account when pricing it (e.g. the location or size of a property); > A legally permissible use takes into account any legal restrictions on the use of the asset that market participan- ts would take into account when pricing the asset (e.g. the zoning and urban planning regulations applicable to a property); > A use that is financially feasible takes into account whether a use of the asset that is physically possible and legally permissible generates adequate income or cash flows (taking into account the costs of converting the as- set to that use) to produce an investment return that mar- ket participants would require from an investment in that asset put to that use. Highest and best use is determined from the perspective of market participants. An entity’s current use of a non-fi- nancial asset is presumed to be its highest and best use unless market or other factors suggest that a different use by market participants would maximise the value of the asset. The Company has not capitalised any financial charges. 5.6.2.4 / / Right of use assets The Company holds an operating lease for a mall inside the Fonti del Corallo shopping centre which is in turn lea- sed to third parties. In accordance with IFRS 16, upon signing a new opera- ting lease of a significant amount and with a duration of more than one year, the Company recognises a right-of-u- se asset of the same amount as the lease liability. The ri- ght-of-use asset is accounted for under property, plant and equipment (“investment property”) and subject to in- dependent appraisal to determine its fair value. At the end of each reporting period, the change in fair value is repor- ted separately in the income statement under “Change in fair value.” To determine the fair value of every asset held under ope- rating leases, the independent experts discount to present value the cash flows expected in the years covered by the lease. Unlike traditional real estate appraisals, the terminal value at the end of the explicit period is not considered. The Company takes the exemption permitted by IFRS 16:5 (a) for short-term leases. Likewise, the Company has opted for the exemption permitted by IFRS 16:5 (b) with respect to leases for which the underlying asset qualifies as low (i.e. not significant) value. For these contracts, the lease instalments continue to be recognized in profit or loss on a straight-line basis over the lease term. 5.6.2.5 / / Plant, machinery and equipment Plant, machinery and equipment that are owned by IGD and are not attributable to investment property are re- cognised at cost, less commercial discounts and rebates, considering directly attributable expenses as well as an
Page 162
323 322 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS initial estimate of the cost of dismantling and removing the asset and restoring the site where it was located. Co- sts incurred after purchase are capitalised only if they in- crease the future economic benefits expected of the as- set. All other costs (including financial expenses directly attributable to the purchase, construction or production of the asset) are recognised to profit or loss when incur- red. The capitalised charge is recognised to profit and loss throughout the useful life of the tangible asset by means of depreciation. Depreciation is calculated on a straight-li- ne basis over the asset’s estimated useful life, as follows: An asset is subject to impairment testing whenever even- ts or changes in circumstances indicate that its carrying value cannot be fully recovered. If this is the case, and the carrying value exceeds the recoverable amount, the asset is written down to reflect the impairment. An asset’s re- coverable value is the higher of its net sale value or value in use. In measuring value in use, the discount rate used should be the pre-tax rate that reflects current market asses- sments of the time value of money and the risks specific to the asset. For an asset that does not generate suffi- ciently independent cash flows, the realisable value is de- termined in relation to the cash generating unit to which the asset belongs. Impairment losses are charged to the income statement as depreciation, amortization and im- pairment costs. Impairment is reversed if the reasons ce- ase to apply. When an asset is sold or when its use is no longer expected to produce future economic benefits, it is derecognised and any loss or gain (calculated as the difference between the sale value and carrying value) is taken to profit or loss the year the asset is derecognised. 5.6.2.6 / / Equity investments Equity investments in subsidiaries are recognised at cost less any impairment. The positive difference, at the time of the acquisition, between the purchase cost and the Company’s share of the investee’s net equity at present values is therefore included in the carrying value of the investment. Should the Company’s share of the investee’s losses exceed the carrying value of the investment, the investment is written off, and the Company’s share of further losses is recognised as a liability provision if the Company is liable for this. Equity investments in joint ventures and associates are accounted for using the equity method. As such, the investment is initially carried at cost, which is then adjusted upward or downward to reflect changes in net equity after purchase. If an investment is classified as joint control or associate due to loss of control, it is initially carried at fair value, which is then adjusted upward or downward to reflect changes in the net equity of the investee after the date control was lost. The adjustments to the value of the investment are taken to the income statement in proportion to the Company’s share of profit or loss, taking into account any impact of preference shares or quotas held by third parties. 5.6.2.7 / / Financial assets The Group classifies financial assets on the basis of the business model used to manage them and the characte- ristics of the contractual cash flows. Depending on these conditions, financial assets are then measured at: > Amortised cost; > Fair Value through other comprehensive income; > Fair Value through profit or loss. Management makes an irrevocable classification upon first-time recognition of the assets. 5.6.2.8 / / Other non-current assets Other non-current assets consist of deferred tax assets, financial assets relating to derivatives, and miscellaneous. Receivables and other financial assets other than derivati- ves, to be held until maturity, are recognised at cost, whi- ch corresponds to the fair value of the initial consideration paid plus transaction costs. The initial value recognized is subsequently adjusted to take account of the reimburse- ment of principal, any impairment losses, and amortiza- tion of the difference between the redemption value and the initial carrying value. Amortization is charged at the effective interest rate, corresponding to the rate which, upon first-time recognition, makes the present value of projected cash flows equal to the initial carrying amount (amortized cost method). 5.6.2.9 / / Trade and other receivables Receivables are recognised at amortised cost, which coin- cides with face value, and are subsequently reduced for any impairment. For trade receivables, an impairment provision is made when there is an objective indication (e.g. the likelihood of insolvency or significant financial problems for the debtor) that the Company will not be able to recover all amounts due under the original terms and conditions. The carrying amount of the receivable is reduced by means of a separate provision. Impaired re- ceivables are written off when they are found to be irre- coverable. Commercial discounts on periods for which the revenue has already accrued are accounted on the basis of IFRS 9, provided that no further changes are negotiated with the customer. In these cases, the receivable is reversed in the amount of the discount granted, with immediate effect on the income statement. 5.6.2.10 / / Cash and cash equivalents Cash and cash equivalents are recognized, depending on their nature, at face value or amortized cost. Cash equivalents are defined as short-term, highly liquid investments that are readily convertible to known amoun- ts of cash and subject to an insignificant risk of changes in value, with an original maturity (i.e. at the time of purcha- se) of no more than three months. 5.6.2.11 / / Financial receivables and other current financial assets These consist mainly of financial assets held to maturity. Because under the Company’s standard business model they are held for the purpose of collecting contractual cash flows, they are measured at amortised cost. The ini- tial valuation is at cost and the subsequent at amortised cost. Their value is reduced in consideration of expected losses, using information available without unreasonable effort or expense including past events and current and prospective data. Such impairment losses are recognized in the income statement, as are any impairment reversals. Assets and liabilities held for sale are those whose value will be recovered principally through sale as opposed to use. This category applies when the sale is considered to be highly likely and the assets and liabilities are available for sale immediately in their present condition. Such as- sets are recognised at the lower of cost and fair value net of costs to sell. Any liabilities relating to business divisions held for sale are accounted for separately, under liabilities associated with assets held for sale. Any impairment losses recognised via application of this policy are recognised in the income statement, both in the case of write-down for alignment with fair value and in that of gains and losses stemming from subsequent chan- ges in fair value. 5.6.2.12 / / Financial liabilities Financial liabilities consist of borrowings, trade payables and other payables. They are initially recognised at cost, corresponding to fair value including transaction costs; subsequently, they are carried at amortised cost which corresponds to their initial value, net of principal reimbursed, and adjusted upward or downward for the amortisation of any differen- ces between initial value and value at maturity (using the effective interest method). If payment estimates are revi- sed, with the exception of lease liabilities, the adjustment is recognised in the income statement. Lease liabilities as of the start date of the lease are calcu- lated as the present value of payments due, discounted to present value using the implied interest rate of the lease or, where this cannot be easily determined, the marginal financing rate. The payments included in the computation of lease liabilities are: (a) fixed payments; b) variable pay- ments linked to an index or rate; (c) amounts expected to be paid to guarantee the remaining balance; (d) the exercise price of any purchase option, if the duration of the lease takes this into account; and e) any penalties for termination of the lease, if the duration takes this into ac- Wiring, sprinkler system, compressed air HAVC system Fittings Computer to manage plants Category Rate 10% 15% 20% 20% Special communication - phone Special plant Alarm / Security system Office furnishing Personal computers and machines Sundry equipment Cash registers and EPD machines 25% 25% 30% 12% 25% 15% 20%
Page 163
325 324 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS adopted the international accounting standards should follow the IAS criteria for qualification, temporal alloca- tion, and classification in the financial statements even if they depart from the provisions of TUIR. For IRES (imposta sul reddito delle società, corporate in- come tax) purposes, the Company consolidates taxation in Italy with its main subsidiaries. b) Deferred taxes Deferred taxes are calculated on temporary differences existing at the reporting date between the value of assets and liabilities for tax purposes and the value reported in the statement of financial position. Deferred tax liabilities are recognised on all taxable tem- porary differences, except when they derive from the ini- tial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss). Deferred tax assets are recognised for all deductible tem- porary differences to the extent that it is probable that taxable profit will be available against which the deducti- ble temporary differences can be utilised, except when the deferred tax asset associated with the deductible temporary differences derives from the initial recognition of an asset or liability in a transaction that is not a busi- ness combination and that, at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss). The carrying value of a deferred tax asset is reviewed at the end of each reporting period and reduced to the ex - tent that it is no longer probable that sufficient taxable profit will be available to allow the benefit of part or all of that deferred tax asset to be utilised. Unrecognised deferred tax assets are also reviewed at the end of the reporting period and are recognised to the extent that it becomes probable that sufficient taxable profit will be available. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on current tax rates and those in effect or substantively in effect by the end of each reporting, and considering the manner in which the temporary differences are expected to be re- versed. Income taxes relating to items that are credited or char- ged directly to equity are also charged or credited direct- ly to equity and not to profit or loss. 5.6.2.20 / / Derecognition of financial assets and financial liabilities a) Financial assets A financial asset (or, where applicable, part of a financial asset or part of a group of similar financial assets) is de- recognised when: > The rights to receive cash flows from the asset have expired; > The Company still has the right to receive cash flows from the asset, but has a contractual obligation to pay these immediately and in full to a third party; > The Company has transferred the right to receive cash flows from the asset and (a) has transferred substantially all risks and rewards of ownership of the financial asset or (b) has neither transferred nor retained substantially all the risks and rewards of the asset but has transferred control of the asset. > If the Company has transferred the right to receive cash flows from an asset and has neither transferred nor retained substantially all of the risks and rewards or has not lost control of the asset, then the asset is recognised to the extent of the Company’s continuing involvement. Continuing involvement, which takes the form of a gua- rantee on the transferred asset, is recognised at the lower of the initial carrying value of the asset and the maximum amount that the Company could be required to pay. b) Financial liabilities A financial liability is derecognised when the underlying obligation is expired, cancelled or discharged. Where a financial liability is exchanged for another one with the same lender but with substantially different ter- ms, or there has been a substantial modification of the terms of an existing financial liability, this transaction is accounted for as the derecognition of the original finan- cial liability and the recognition of a new financial liability, with any differences between carrying values recognised in profit or loss. 5.6.2.21 / / Translation of foreign currency items IGD SIIQ S.p.A.’s functional and reporting currency is the euro. Transactions in foreign currencies are initially tran- slated at the exchange rate in force on the transaction count. After the start date, lease liabilities are adjusted for: (a) financial charges accrued and recognised in the income statement; b) payments made to the lessor; and (c) any new assessments or changes in the lease agreement or revised assumptions regarding payments due. 5.6.2.13 / / Provisions for risks and charges General provisions cover liabilities of a definite nature that are certain or likely to arise, but whose amount or timing were unknown at the close of the year. Provisions are recognised when they cover a present obligation (legal or constructive) that stems from a past event, if settle- ment of the obligation will likely involve an outflow in an amount that can be reliably estimated. The provision covers the best estimate of the amount the company would pay to settle the obligation or tran- sfer it to third parties at the end of the reporting period. If the effect is significant, provisions are determined by discounting projected cash flows at a pre-tax rate that reflects current market assessments of the time value of money. When cash flows are discounted, the increase in the provision due to the passing of time is recognised as a financial charge. 5.6.2.14 / / Employee benefits Employee termination indemnities, which are mandatory for Italian companies pursuant to Law 297/1982 (tratta- mento di fine rapporto or TFR), qualify as defined benefit plans and are based, among other factors, on employe- es’ working lives and on the compensation they receive during a pre-determined period of service. The liability for a defined benefit plan, net of any assets servicing the plan, is determined on the basis of actuarial assumptions and is recognized on an accrual’s basis consistently with the amount of service required to receive the benefits; the liability is measured by independent actuaries. Gains and losses arising from the actuarial calculation are taken to the statement of comprehensive income under other comprehensive income. The Company does not offer compensation in the form of share-based payments, as employees do not render services in exchange for shares or options on shares. In addition, the Company does not offer employee incentive plans in the form of share parti- cipation instruments. 5.6.2.15 / / Revenue Revenue is recognised to the extent the Company is likely to enjoy economic benefits and the amount can be re- liably determined. It is shown at the market value of the consideration received, net of discounts, rebates and ta- xes. The following recognition criteria must always be sa- tisfied before revenue is recognised in the income state- ment: > Rental income and business unit lease revenue Rental income and business unit lease revenue from the Company’s freehold and leasehold properties is recorded on an accrual’s basis, according to the rental and leasing contracts in force. Variable rent is recognised in the inco- me statement when the event or circumstance triggering a payment comes to pass. > Service income Service income is recorded with reference to the state of completion of the transaction and only when the outcome of the service can be reliably estimated. 5.6.2.16 / / Dividends Dividends are recognised when the Company is entitled to their receipt. 5.6.2.17 / / Costs Costs are recognized on an accrual’s basis. 5.6.2.18 / / Financial income and charges Interest income and expense is recorded on an accruals basis with reference to the net value of the financial assets and liabilities concerned, using the effective interest rate. 5.6.2.19 / / Income taxes a) Current taxes Current tax liabilities for the current and previous years are measured as the amount expected to be paid to the tax authorities. The tax rates and laws used to calculate that amount are those that have been enacted or substan- tively enacted by the balance sheet date. Other taxes not related to income, such as those on pro- perty and capital, are booked to operating expenses. In calculating taxes for the year, the Company took into due account the IAS rules introduced by Law 244 of 24 December 2007, in particular the reinforced principle of derivation established by Art. 83 of TUIR (Testo unico delle imposte sui redditi, the Italian Consolidated Income Tax Code). The standard provides that entities that have
Page 164
327 326 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS date. Assets and liabilities in foreign currencies are tran- slated at the exchange rate in force on the last day of the reporting period and the related exchange gains and los- ses are duly recognised in the income statement. Any net gain that arises flows into a reserve that cannot be distri- buted until the gain is realised. 5.6.2.22 / / Derivative financial instruments The Company holds derivative financial instruments for the purpose of hedging its exposure to the risk of interest rate changes affecting specific recognised liabilities. In accordance with IFRS 9, derivative financial instrumen- ts used for hedging qualify for hedge accounting only if: a. At the inception of the hedge there is formal designa- tion and documentation of the hedging relationship; b. The hedge is expected to be highly effective; c. The effectiveness of the hedge can be reliably measu- red; d. The hedge is highly effective throughout the financial reporting periods for which it was designated. All derivative financial instruments are measured at fair value. When the financial instruments qualify for hedge accounting, the following rules apply: Fair value hedge If a derivative financial instrument is designated as a hed- ge against changes in the fair value of an asset or liability attributable to a particular risk, the gain or loss arising from subsequent fair value accounting of the hedge is re- cognised in profit or loss. The part of the gain or loss from remeasuring the hedged item at fair value that is attribu- table to the hedged risk shall adjust the carrying amount of the hedged item and be recognised in profit or loss. If hedge accounting does not apply, the gains or losses arising from measurement at fair value of the derivative financial instrument are recognized directly to profit or loss. 5.6.2.23 / / SIIQ status A company with SIIQ (Società di Investimento Immobilia- re Quotata) status, applicable to the Company since 1 Ja- nuary 2008, can exclude rental income and income from equivalent activities for the purposes of IRES and IRAP (imposta regionale sulle attività produttive, regional bu- siness tax) (see also section 2.8 of the Directors’ Report). At 31 December 2025, as at the end of previous years, IGD SIIQ satisfied both the “asset test” and the “profit test” required to retain SIIQ status. In accordance with the SIIQ rules, the Company does maintain marginal operations other than property rental and equivalent activities (“taxable operations”). Therefore, income from taxable operations has been subject to the standard rules of corporate income compu- tation, while the SIIQ rules have been followed for income from exempt operations. To determine the results of separate operations, subject to different accounting and tax treatment in accordance with paragraph 121 of Law 296/2006, IGD SIIQ S.p.A. has kept separate accounts for exempt rental and equivalent activities and taxable marginal activities. Income from exempt operations therefore includes reve- nue and costs typical of the property rental business, as well as those typical of operations considered to be equi- valent. Likewise, revenue and costs stemming from the Com- pany’s remaining activities have been allocated to taxable operations. Due to changes to the SIIQ rules introduced by Law 164 of 11 November 2014 ("Conversion into law, with amendmen- ts, of Decree 133 of 12 September 2014"), capital gains and losses on rental properties (whether realised or implicit in fair value measurements) are also included in exempt operations. In accordance with paragraph 121 of Law 296 of 27 De- cember 2006 and with the clarifications contained in Agenzia delle Entrate (the Italian Revenue Agency) Cir- cular 8/E of 7 February 2008, general, administrative and financial costs that cannot be directly attributed to exempt or taxable operations or allocated on the basis of objective parameters have been split according to the ratio of exempt revenue/income/dividends to total reve- nue/income/dividends. As for properties (owned or held on the basis of other ri- ghts in rem) forming part of rental package deals, the ac- curate and objective determination of the portion of fees pertaining to the real estate component has been ensured by making the exempt/taxable allocation on the basis of an expert appraisal to quantify the fair value of fees at each property that pertain to rent. Likewise, the costs common to package deals as a whole (such as shopping centre promotion and advertising co- sts) have been allocated to exempt and taxable opera- tions in the same proportions used for rent. In this specific case, such a policy was deemed to be more reliable and objective than an allocation based on the Company’s total revenue. Since these costs relate directly to the package deals and not to IGD's operations as a whole, their corre- lation with contractual fees is immediate and objective. The tables below show the breakdown of profit into exempt and taxable income, as well as the calculations made to verify satisfaction of the asset test and profit test of the property rental and equivalent activities (also see Section 2.8 of the Directors’ Report): Total revenues and operating income OPERATING RESULT Financial management result NET PROFIT FOR THE PERIOD Total operating costs Equity investment result PRE-TAX PROFIT Amortizations and provisions Provisions on doubtful account (Impairment)/Reversals on work in progress inventories Financial income Change in fair value - increases / (decreases) Financial charges Income taxes for the period Exempt income 12/31/2025 Total 12/31/2025 Taxable income 12/31/2025 Income statement of taxable and exempt income (Amount in Euro) 104,300,145 (26,796,572) (1,813,345) (710,600) 26,500 11,940,843 86,946,972 (2,919,303) 174 (52,813,594) (52,813,419) 31,214,250 - 31,214,250 113,594,142 (29,712,522) (2,120,153) (535,841) 26,500 9,728,634 90,980,760 (2,919,589) 2,447,075 (59,232,139) (56,785,064) 31,276,108 (52,142) 31,223,965 9,293,997 (2,915,950) (306,808) 174,759 0 (2,212,209) 4,033,788 (286) 2,446,901 (6,418,545) (3,971,644) 61,858 (52,142) 9,715 Capital gains Capital gains Total (B) Total (A) Income ratio (A/B) Positive components Assessment of the economic requirement (Amounts in Euro) Income from rental activities (exempt income) 12/31/2025 104,300,145 0 104,300,145 116,061,269 0 116,061,269 89.87%
Page 165
329 328 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS Total adjusted assets B-C=D TOTAL ASSETS FINANCIAL RATIO A/D Items excluded from the ratio: Assets under construction Group companies loans Deferred tax assets Stakes in closed real estate funds Trade receivables IGD SIIQ HQ Derivative assets Assessment of capital requirement (Amount in Euro/000) Rental properties Cash on hands Total rental properties, assets under construction and stakes in SIINQ 12/31/2025 5.6.3 / / Use of estimates The preparation of the consolidated financial statements and notes in accordance with IFRS requires Management to follow accounting policies and methods that in some cases depend on difficult subjective quantifications and estimates based on past experience, and assumptions that are considered reasonable and realistic on a case-by-case basis. These affect the carrying values of assets and lia- bilities and disclosures of contingent assets and liabilities as of the reporting date. Estimates and assumptions are reviewed on a regular basis and any changes are reflected immediately in profit or loss. Because assumptions about future performance are highly uncertain, actual results may differ from those forecast and may require sizable adjustments that cannot presently be foreseen or estima- ted. The critical valuation processes and key assumptions used by management in the process of applying IFRS that may significantly impact the amounts presented in the con- solidated financial statements or that may in the future lead to material differences with respect to the carrying amount of assets and liabilities are summarized below. > Investment property and inventory The real estate portfolio is appraised twice a year, at 30 June and 31 December, by independent external firms se- lected on the basis of the following criteria: (i) recognized European-level qualifications, (ii) specialized expertise in the retail segment, and (iii) reputability and independen- ce. Independent appraisers are appointed by resolution of the Board of Directors. In line with recommendations of the supervisory authori- ties and the various industry best practices, the Company has long adopted a specific procedure that governs the rules for selecting independent appraisers and handling the information flows used in the process of appraising the properties’ fair value. To appraise the real estate portfolio at 31 December 2025, the following independent firms were selected: (i) CBRE 1,576,249 2,429 103,287 1,681,965 1,881,508 (75,311) (6,731) (53,403) (5,519) (6,355) (2,057) (1,246) 1,806,197 93.12% A B C D Valuation S.p.A., (ii) KROLL Advisory S.p.A., (iii) Cushman & Wakefield LLP, and (iv) Jones Lang LaSalle S.p.A. Given their specialised expertise in the retail segment, the Com- pany believes that the findings and assumptions used by the independent appraisers are representative of the re- ference market. The properties in the portfolio are appraised individually, using for each one the appraisal techniques specified be- low in accordance with IFRS 13. According to IFRS 13, an entity should use valuation tech- niques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and mi- nimising the use of unobservable inputs. Fair value is me- asured on the basis of observable transactions in an acti- ve market, and is adjusted, if necessary, to take account of the specific characteristics of the individual real estate investment. If that information is not available, to determi- ne the fair value of an investment property, the Company uses the discounted cash flow method (over a variable period of time depending on the duration of outstanding leases) relating to the future net rental income from the property. At the end of that period, it is assumed that the property will be sold at a value obtained by capitalising the final year’s rental income at an applicable market rate of return for similar investments. The appraisal methods used, as specified in the individual appraisal reports, are as follows: > For malls and retail parks, offices, hypermarkets and su- permarkets: discounted cash flow (DCF) method based on actualization of future net rental income for the next “n” years. According to this method, at the end of the gi- ven period it is assumed that the property will be sold at a value obtained by capitalising the final year’s net rental income at an applicable market rate of return for similar investments; > For construction in progress (extensions and new con- structions): transformation method, based on the di- scounting of future rental income for the property net of construction costs through to completion and other expenses. With the DCF method, the market value of an investment property is the sum of the present values of the net cash flows it will generate for a number of years depending on the duration of the outstanding contracts. During the period, when the contracts expire, the rent used to com- pute revenue is replaced with the estimated rental value (ERV) determined by the appraiser, taking account of the contractual rent received, so that in the final year of the DCF revenue consists entirely of ERV. At the end of the period, it is assumed that the property will be sold at a value obtained by capitalising the final year’s rental inco- me at an applicable market rate (gross cap out rate) for similar investments. With the transformation method, the market value of a property in the planning or construction phase is calcu- lated by discounting the future income from renting the property, net of construction and other costs to be incur- red, for a number of years depending on the duration of the project. At the end of the period, it is assumed that the property will be sold at a value obtained by capitali- sing the final year’s rental income at an applicable market rate (gross cap out rate) for similar investments. In both methods, based on the discounting of future inco- me, the key elements are: 1) The amount of net cash flow: a. For finished income-generating properties: rent re- ceived less property ownership costs; b. For construction in progress: estimated future rent less construction costs and property ownership costs. 2) The distribution of cash flows over time: a. For finished income-generating properties: the di- stribution over time is generally even; b. For construction in progress: construction costs come before future rental income. 3) The discount rate; 4) The gross cap out rate. In appraising the different types of properties in the real estate portfolio, the independent appraisers base their considerations primarily on: 1) Information received from IGD SIIQ, as follows: (i) For finished properties: data on the rental status of each unit in each shopping centre, as specified in the Company’s internal procedure; property taxes; in- surance and operating costs for the shopping centres;
Page 166
331 330 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS See section 4.6.3 (“Use of estimates”) for further information. Total real estate investments in Italy Quoted prices (unadjusted) in active market for identical assets or liabilities (level 1) FAIR VALUE MEASUREMENTS 12/31/2025 Amount in thousands of euro Significant inputs not observable on the market (level 3) 00 00 00 00 00 00 00 Significant inputs observable on the market (level 2) Real estate investments in Italy: Right of use (IFRS 16) Shopping malls and retail parks Right of use (IFRS 16) Hypermarkets and supermarkets Total rights of use (IFRS 16) Other Total real estate investments Gruppo IGD valued at fair value and any likely incremental costs; (ii) For construction in progress: the start and end da- tes of the work, the status of building permits and au- thorisations, remaining costs, the state of progress, the ribbon-cutting date and projected rentals. 2) Assumptions used by the independent appraisers, such as inflation, discount rates, cap out rates and ERVs, de- termined through their own professional judgment upon careful observation of the market. The following are taken into account when determining the capitalisation and di- scounting rates used to value individual properties: > The type of tenant currently occupying the property or responsible for complying with rental obligations and the possible future occupants of vacant properties, as well as the market’s general perception of their creditworthiness; > The division of responsibilities for insurance and main- tenance between the lessor and the lessee; > The remaining useful life of the property. The information provided by the Company to the inde- pendent appraisers and the latter’s’ assumptions and ap- praisal methods are approved by the Managing Director, who is responsible for organising and coordinating the appraisal and for monitoring and verifying results before they are incorporated into the financial statements. The entire process is governed in detail by IGD SIIQ’s internal procedure. Disclosures on the fair value hierarchy are provided below in accordance with IFRS 13. The fair value hierarchy clas- sifies into three levels the inputs to valuation techniques used to measure fair value. It gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1 inputs) and the lowest priority to unobservable inputs (Level 3 inputs). Specifically: > Level 1 inputs are quoted prices (unadjusted) in acti- ve markets for identical assets or liabilities that the entity can access at the measurement date. > Level 2 inputs are inputs other than quoted prices in- cluded within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability. Level 2 inputs include the following: (a) Quoted prices for similar assets or liabilities in active markets; (b) Quoted prices for identical or similar assets or liabili- ties in markets that are not active; (c) Inputs other than quoted prices that are observable for the asset or liability, for example: i) Interest rates and yield curves observable at com- monly quoted intervals; ii) Implied volatility; and iii) Credit spreads. (d) Market-corroborated inputs. > Level 3 inputs are unobservable inputs for the asset or liability. Gruppo IGD’s real estate portfolio has been measured ac- cording to Level 3 fair value models as the inputs direct- ly and indirectly unobservable in the market, used in the valuation models, are greater than the observable inputs. The following table shows Gruppo IGD’s investment pro- perty by type, measured at fair value at 31 December 2025. > Recoverable amount of goodwill The recoverable amount of goodwill is determined each year, or more frequently in the case of events or chan- ges in circumstances that may indicate impairment. Im- pairment is identified through tests based on the ability of each cash generating unit to produce cash flows sui- table for recovering the portion of goodwill that has been allocated to it, following the procedures specified in the section on tangible assets. > Recoverable amount of equity investments On the basis of the fund regulations, the recoverable amount of IGD’s investment in the Juice and Food funds is strictly connected to the fair value and sale value of the property investments managed. > Recoverability of deferred tax assets The Company has deferred tax assets on deductible tem- porary differences and theoretical tax benefits for losses carried forward. In estimating recoverable value, the Com- pany considered the results of the business plan consi- stently with those used for impairment testing. > Fair value of derivative instruments The fair value of interest rate swaps for which no active market exists is determined according to market-based quantitative techniques, i.e. accredited pricing models based on parameters taken as of the individual measure- ment dates, also with support from external consultants. This method therefore reflects a materiality of the input data consistent with Level 2 of the fair value hierarchy de- fined by IFRS 13: although quoted prices in active mar- kets (Level 1) are not available for these instruments, it is possible to base measurements on data observable either directly or indirectly in the market. > Variable revenue Variable revenue at 31 December is determined on the ba- sis of annual earnings reports from the individual tenants, if available, and otherwise on the basis of monthly reports. > Provision for doubtful accounts The provisions for doubtful accounts reflects losses on receivables estimated by the management. The manage- ment closely monitors the quality of the receivable por- tfolio and the current and prospective conditions of the economy and reference markets. Estimates and assump- tions are reviewed on a regular basis and any changes are reflected in the income statement of the relevant year. 1,372,582,190 181,692,327 24,174,000 1,578,448,517 314,848 314,848 1,578,763,365
Page 167
333 332 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS > Contingent liabilities The Company recognises a liability for pending disputes and legal actions when it believes that a financial outlay is likely and when the amount of the resulting losses can be reasonably estimated. If a financial outlay becomes possi- ble but its amount cannot be determined, this is reported in the notes to the financial statements. The Company is involved in legal actions and tax disputes concerning dif- ficult and complex issues that present varying degrees of uncertainty, including with regard to the facts and circum- stances of each case, matters of jurisdiction, and different applicable laws. It is therefore difficult to reach an accura- te prediction of any outlays resulting from these disputes, and the provisions set aside for such matters may vary according to future developments. The Company monitors the status of such disputes and consults with its attorneys and with experts in law and taxation. 5.6.4 / / Notes to the separate Financial Statements Revenue Note Change Revenues from third parties Other revenue Revenues from related parties Other revenues from third parties Other revenues from related parties Operating revenues At 31 December 2025, IGD achieved total revenues of €113,594 thousand. The decrease compared to the previous fi- nancial year, equal to €3,392 thousand, is due to the effects of the contribution to the Food Fund real estate fund of 8 hypermarkets, 3 supermarkets and 2 shopping malls. See the notes below for details. 12/31/2025 12/31/2024 115,846 87,403 28,443 1,140 811 329 116,986 1 2.1 > NOTE 1) REVENUE Leasehold hypermarkets - Business leases to third parties Freehold hypermarkets - Rents and business leases from related parties To related parties To related parties To related parties of which related parties Other contracts and temporary rents To related parties Change To third parties To third parties To third parties of which third parties Other contracts and temporary rents - related parties To third parties Freehold supermarkets - Rents and business leases to third parties Freehold supermarkets - Rents and business leases to related parties TOTAL HYPERMARKETS/SUPERMARKETS Freehold malls, offices, city center and logistics Leasehold malls Rents Rents Business leases GRAND TOTAL Other contracts and temporary rents TOTAL MALLS Business leases 12/31/2025 12/31/2024 15,444 1,620a.2 a.3 a b.1 b.2 b.3 b a+b a.1 101 73 17,238 91,869 18,665 12,097 6,568 73,204 709 72,495 2,929 196 36 160 2,733 56 2,677 3,810 3,810 0 98,608 115,846 28,443 87,403 111,676 87,910 23,766 1,918 1,603 315 113,594 (4,170) 507 (4,677) 778 792 (14) (3,392) 10,890 2,014 0 0 12,904 91,997 18,710 11,900 6,809 73,288 685 72,603 2,861 196 0 196 2,666 62 2,603 3,913 3,684 229 98,772 111,676 23,766 87,910 (4,554) 394 0 (73) (4,334) 128 45 (197) 241 84 (24) 108 (68) (0) (36) 36 (67) 6 (74) 103 (126) 229 164 (4,170) (4,677) 507
Page 168
335 334 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS > NOTE 2) OTHER INCOME Revenue from malls increased by €164 thousand, while re- venue from hypermarkets and supermarkets was down by €4,334 thousand. Business leases and rentals revenue from freehold malls, offices, city centre properties and logistics rose by €349 thousand and related-party rent and business lease re- venue from freehold malls, offices, city centre properties and logistics decreased by €221 thousand as a result of new openings and the ISTAT adjustment for inflation, whi- ch was only partly offset by the contribution of 2 malls to the Food real estate fund. Revenue from freehold hypermarkets and supermarkets rent decreased by €4,334 thousand compared to the pre- vious year, due mainly for the transfer to the Food Fund of 8 hypermarkets and 3 supermarkets. Variable contract revenue amounts to roughly 1.4% of IGD’s total revenue. Except for Coop Alleanza 3.0 and its subsidiary IGD Servi- ce, the Company does not generate more than 10% of its turnover with any one customer. Further details of trends in revenue can be found in Section 2.2.1 (Income statement review) of the Directors’ Report. Other income decreased by a total of €293 thousand with respect to the previous year. Other income from third par- ties was down €178 thousand mainly due to a decrease in contingent assets for €372 thousand, only partly offset by the increase in marketing and portfolio management revenue. In 2023 contingent assets mainly consisted of a refund following a positive ruling by the appellate court on a lawsuit regarding former employees of a tenant that had leased retail space from the Group at Conè shopping center. Out-of-period income/charges Change Portfolio and rent management revenues Other income Marketing revenues Pilotage and construction revenues Other revenues from third parties Pilotage and construction revenues from related parties Portfolio and rent management revenues from related parties Administrative services from related parties Other revenues from related parties Other revenue 12/31/2025 12/31/2024 44 310 276 129 52 811 2 139 188 329 1,140 > NOTE 3) SERVICE COSTS Change12/31/202412/31/2025 172 228 333 223 647 1,603 0 130 185 315 1,918 128 (82) 57 94 595 792 (2) (9) (3) (14) 778 Service costs from third parties Service costs from related parties Promotional and advertising expenses 9,516 11,651 134 131 137 137 61 187 1,204 1,796 1,194 2,471 1,022 1,094 130 203 1,318 945 146 202 539 492 88 41 1,138 1,080 333 319 104 161 1 (19) - 187 1,967 2,224 4,414 3,273 0 5 20 63 0 24 1,567 1,156 2,157 905 543 928 37 46 102 (20) 131 - 8 15 13,930 14,924 (2,135) 3 - (126) (592) (1,277) (72) (73) 373 (56) 47 47 58 14 (57) 20 (187) (257) 1,141 -5 (43) -24 411 1,252 (385) (9) (29) (20) (7) (994) Paid rents Service Pilotage and construction costs Promotional and advertising expenses Centers management expenses for ceiling to tenants' costs Directors' and statutory auditors' fees Consulting Utilities Centers management expenses for vacancies Professional fees Service costs Centers management expenses for vacancies Insurances Co-marketing expenses External auditing fees Real estate appraisals fees Centers management expenses for ceiling to tenants' costs Directors' and statutory auditors' fees Other income / (expenses) Investor relations, Consob, Monte Titoli costs Shopping center pilotage and construction costs Insurances Other costs of services Shopping center pilotage and construction costs Other costs of services Other income / (expenses) Co-marketing expenses
Page 169
337 336 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2024 5.6 NOTES TO THE FINANCIAL STATEMENTS IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2024 5.6 NOTES TO THE FINANCIAL STATEMENTS Service costs decreased by €994 thousand compared to the previous year. The reduction in costs for third-party services, amounting to €2,135 thousand, is mainly due to the decrease in management costs for centres, for vacan- cies and caps on tenant and co-marketing expenses. Related party service costs increased by €1.141 thousand, primarily as a result of the increase in the centres’ ma- nagement costs due to vacancies and tenants’ expense caps. The following table provides details of Directors’ and sta- tutory auditors’ fees for their work at the Company. The fees indicated refer to compensation for 2025. Directors and standing auditors End of termDates in officeOffice Fees Board of Directors Board of Statutory Auditors Francesca Mencuccini Iacopo Lisi Antonio Cerulli Alessia Savino Massimo Scarafuggi Daniela Delfrate Roberto Zoia Mirella Pellegrini Barbara Idranti Antonello Cestelli Simonetta Ciocchi Laura Ceccotti Antonio Rizzi Edy Gambetti FY2026 Approval FY2026 Approval FY2026 Approval FY2026 Approval FY2026 Approval FY2026 Approval FY2026 Approval FY2026 Approval FY2026 Approval FY2026 Approval FY2026 Approval FY2026 Approval FY2026 Approval FY2026 Approval FY2026 Approval FY2026 Approval FY2026 Approval 01/01/25-12/31/25 01/01/25-12/31/25 01/01/25-12/31/25 01/01/25-12/31/25 01/01/25-12/31/25 01/01/25-12/31/25 01/01/25-12/31/25 01/01/25-12/31/25 01/01/25-12/31/25 01/01/25-12/31/25 01/01/25-12/31/25 01/01/25-12/31/25 01/01/25-12/31/25 01/01/25-12/31/25 01/01/25-12/31/25 01/01/25-12/31/25 01/01/25-12/31/25 Director Chairman Director Director Director Director Vicepresidente Chairman Vice Chairman Director Standing Auditor Director Director Standing Auditor Director Director Director 42,000 30,000 44,000 43,000 44,000 43,000 42,000 44,000 40,000 190,000 192,000 44,000 20,000 43,000 44,000 20,000 42,000 CONTROL AND RISK COMMITTEE RELATED PARTY COMMITTEE NOMINATIONS AND COMPENSATION COMMITTEE Daniela Delfrate Antonio Rizzi Mirella Pellegrini Alessandra De Martino COMPLIANCE COMMITTEE Daniela Delfrate Daniela Delfrate Mirella Pellegrini Simonetta Ciocchi Simonetta Ciocchi Simonetta Ciocchi Paolo Maestri Giuseppe Carnesecchi End of term FY2026 Approval FY2026 Approval FY2026 Approval FY2026 Approval FY2026 Approval FY2026 Approval FY2026 Approval FY2026 Approval FY2026 Approval FY2026 Approval Dates in office 01/01/25-12/31/25 01/01/25-12/31/25 01/01/25-12/31/25 01/01/25-12/31/25 01/01/25-12/31/25 01/01/25-12/31/25 01/01/25-12/31/25 01/01/25-12/31/25 01/01/25-12/31/25 01/01/25-12/31/25 Office Director Director (Chairman) Director (Chairman) Director Director Director Director (Chairman) Director Director External (Chairman) Committees Fees 20,000 20,000 30,000 25,000 20,000 15,000 20,000 15,000 FY2026 Approval01/01/25-12/31/25External 8,000 FY2026 Approval01/01/25-12/31/25External 8,000 30,000 12,000 For further details, see the Remuneration Report prepared in accordance with the law.
Page 170
339 338 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS > NOTE 4) COST OF LABOUR Cost of labour is detailed below: Wages and salaries Change Social security Other costs of services Severance pay Cost of labour The item “cost of labour” shows a slight increase by €1,314. The change for the year is mainly attributable to the growth in the fixed and variable components of remu- neration and the consequent increase in social security contributions. Severance pay includes contributions to supplementary funds in the amount of €144 thousand. The workforce is broken down by category below: Executives Total Middle managers Junior managers Clerks 12/31/202412/31/2025 12/31/2025 12/31/2024 4,586 1,308 284 119 6,297 6 6 20 20 57 57 47 47 130 130 > NOTE 5) OTHER OPERATING COSTS IMU / TASI / Property Tax Change Other taxes Contract registrations Out-of-period income/charges Membership fees Losses on receivables Other costs of services Other operating costs Fuel and tolls Other operating costs decreased compared to the pre- vious year, mainly due to lower IMU (property tax) char- ges following the sale to the Food Fund of a real estate portfolio consisting of 8 hypermarkets, 3 supermarkets and 2 shopping malls, and losses on receivables, only par- tially offset by the increase in other costs, relating to the payment, made in February 2025, of a penalty of €1 mil- lion by IGD SIIQ S.p.A. to the fund that owns the Galleria Fonti del Corallo, as consideration for exercising the op- tion for early termination of the lease agreement signed in 2014, with termination scheduled for February 2026. 12/31/2025 12/31/2024 5,375 1,523 312 401 7,611 789 215 28 282 1,314 6,058 6,716 95 90 198 279 80 77 122 102 377 708 150 172 1,092 105 8,171 8,249 (658) 5 (81) 3 20 (331) (22) 987 (78)
Page 171
341 340 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS Amortization of intangible assets 12/31/2025 12/31/2024 Change Amortization of tangible assets Provisions for risks Depreciations, amortization and provisions Provisions for doubtful accounts (Impairment losses)/Reversals on work in progress and inventories Change in fair value Depreciation, amortization, provisions, impairment and change in fair value > NOTE 6) DEPRECIATION, AMORTIZATION, PROVISIONS AND CHANGE IN FAIR VALUE Amortization of intangible assets decreased by €129 thousand mainly and are a result of the amortization of costs related to the implementation of the integrated ac- counting, management and treasury system and the per- sonnel management software. Depreciation of tangible assets increased following in- vestments for equipment purchased during the previous year at the new Officine Storiche mixed-use complex. Other provisions were made to cover the likely charges arising from the estimated outcome of three IMU dispu- tes regarding La T orre, shopping centre in Palermo (€81 thousand), the Esp shopping centre in Ravenna (€56 thousand) and the Tiburtino shopping centre in Guidonia (€687 thousand). In addition, €191 thousand were alloca- ted to provisions during the year for IGD’s share of works to be carried out at Centro Lame and Clodì shopping cen- tres, sold in 2024. As of 31 December 2025, net allocations for doubtful ac- counts totalled €536 thousand, decreasing from €1.117 as of 31 December 2024. (Impairment losses)/reversals on work in progress and in- ventories (+€27 thousand) include the reversal of the loss on the Porto Grande expansion, listed under assets under construction, to realign the accounting value to the lower of market cost and market value as per appraisal dated 31 December 2025. Fair value changes, amounting to €9,729 thousand, were made up as follows: > An impairment loss of €2,212 thousand on right-of-use assets from application of IFRS 16, including increases for the year; > An impairment loss of €12,626 thousand for extraordi- nary maintenance on the freehold and leasehold proper- ties; > Revaluation of €24,567 thousand for the adjustment to fair value of the investment property of Gruppo IGD's Ita- lian companies, based on independent appraisals as of 31 December 2025. > NOTE 7) INCOME/(LOSS) FROM EQUITY INVESTMENTS AND ASSET DISPOSALS The result from equity investments shows a balance of €2,920 thousand and mainly refers to the write-downs of the investments in the Juice Fund for €2,849 thousand, Alliance SIINQ srl for €70 thousand and Win Magazin S.A. for €21 thousand following the adjustment of the realisable value. Result from the contribution of properties to the Food Fund Losses on disposal of fixed assets Result from the deconsolidation of the Food Fund Dividends 12/31/2025 12/31/2024 Change Income/(loss) from investments Income/(loss) from equity investments and asset disposal (303) (432) (802) (778) (1,015) (740) (2,120) (1,950) (536) (1,117) 27 114 9,729 (19,235) 7,099 (22,188) 129 (24) (275) (170) 581 (87) 28,964 29,287 0 (4,689) 0 20 (82) 0 0 (24,411) (2,940) (81) (2,920) (29,263) 4,689 82 20 24,411 (2,859) 26,343
Page 172
343 342 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS > NOTE 8) FINANCIAL INCOME AND CHARGES Financial income was €1.689 thousand lower than the pre- vious year. Financial income from third parties decreased by €186 thousand with reference to bank interest and by €13 thousand for late payment interest. Financial income from related parties consists of interest, charged at going market rates, on loans granted to sub- sidiaries. Bank interest income Interest on overdue payments 12/31/2025 12/31/2024 Change Financial out-of-period income Exchange rate gains Interest income from related parties Financial income from third parties Financial income from related parties Financial Income Financial charges from third parties Financial charges Interest expenses on security deposits 12/31/2025 12/31/2024 Change Interest expenses to Coop Alleanza Financial income from third parties IRS spread Interest expenses to banks Amortized costs of the equity mortgage component Bond amortized costs Amortized mortgage loan costs Amortized cost of bond loans Financial charges on leasing Other financial charges Capitalized interests Financial charges decreased by €7 ,565 thousand. Related party transactions’ charges were lower due to the decrease of security deposits following contribution of 8 hypermarkets, 3 supermarkets and 2 malls to the real estate fund Food Fund. Financial charges from third parties decreased by €7 ,498 thousand, mostly as a result of: > Increase of loan interest; > Lower financial charges for bond loans following the closing of the 400 million bond loan; > Reduction of interest, commissions and other charges. 125 311 13 26 0 4 0 2 138 342 2,309 3,794 2,309 3,794 2,447 4,136 (186) (13) (4) (2) (204) (1,485) (1,485) (1,689) 172 261 261194 9965 22 35,284 0 38,340 (2,228)1,188 3,1518,132 18,5125,273 9,8285,007 103 490 61 578 482 1.209 59,038 66,536 59,232 66,797 (89) (67) (34) 3,056 22 3,416 4,981 (13,239) (4,821) (42) (88) (727) (7,498) (7,565)
Page 173
345 344 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS The overall tax effect was negative by €52 thousand. See Note 16 for movements in deferred tax assets and lia- bilities. Below is the tax rate reconciliation for the Company at 31 December 2025. > NOTE 9) INCOME TAXES Current taxes 12/31/2025 12/31/2024 Change Deferred tax assets Out-of-period income/charges - Provisions Income taxes 12/31/2025 12/31/2025 Reconciliation of income taxes applicable to profit before taxes Reconciliation of income taxes applicable to profit before taxes 12/31/2024 12/31/2024 176 255 28 4 (152) 61 52 320 (79) 24 (213) (268) Pre-tax profit Increases: Decreases: 31,276,108 (26,600) 0 0 31,276 (26,600) 603 6,716 22,851 34,911 (27) (114) 747 724 2,702 3,179 13,159 1,002 (23,418) 10,986 Theoretical tax charge (24%) IMU - Property tax Change in tax-exempt income Impairment on assets under construction IFRS 16 Profit resulting in the income statement Negative fair value Provisions for doubtful accounts Other increases Use of ACE benefit Positive fair value IFRS 16 Financial use of provisions for doubtful accounts Other changes Taxable income IMU - Property tax (IRES deductible portion) (5) (5) (32,579) (15,676) (6,021) (6,644) (3,918) (3,865) (557) (2,450) (2,316) (1,399) 2,497 765 2,497 765 Depreciation Difference between value and cost of production Difference between value and cost of production Taxable income net of losses Theoretical IRAP rate (3.9%) Changes: Lower current taxes recognized directly in net equity IRAP taxable income Decreases Other deductions Income from tax consolidation Current IRAP for the year Increases Current taxes for the year Lower IRAP taxes recognized directly in net equity Changes in tax-exempt income IRAP tax credit Total current taxes for the year 0 0 0 0 0 0 (105) 0 0 0 (105) 0 90,847 93,212 3,543 3,635 90,847 93,212 8,310 8,194 (4,604) (4,711) (80,520) (83,544) (6,863) (6,616) 7,168 6,534 0 0 281 255
Page 174
347 346 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS > NOTE 10) INTANGIBLE ASSETS WITH FINITE USEFUL LIVES As required by IAS 40, the following table reconciles the opening and closing value of investment property, with incre- ases, decreases, and changes in fair value shown separately. > NOTE 12) INVESTMENT PROPERTY The changes in investment property since 31 December 2024 are related to the following factors: > The purchase of logistics property: on 18 December 2025, IGD purchased a logistics property located in San Vito al T agliamento (PN) for €11,015 thousand, including ancillary charges. The property was already used by Coop Alleanza 3.0, with which it signed a long-term lease agre- ement on the same date. > Extraordinary maintenance works: continuation of wor- ks for a total value of €14,747 thousand, mainly relating to the following: > Restyling of the Leonardo shopping center; > Fit outs in the portions resulting from the re- sizing of the hypermarket at Le Porte di Napoli shopping centre; > Fit out at the Centro Sarca shopping centres in Milan, Katané in Catania and Lungo Savio in Cese- na; > Revamping and fit-out works were also carried out at the Le Maioliche (Faenza) and Tiburtino and Casilino, Rome. > Fair value adjustments: investment property was reva- lued at €32,579 thousand and written down by €20,638 thousand for a net positive impact of €11,941 thousand; > Impairment of right-of-use assets: reduction in the va- lue of right-of-use assets relating to the Fonti del Corallo shopping mall, based on valuations carried out by an in- dependent expert, for a total amount of €2,212 thousand. Intangible assets with finite useful lives Intangible assets with finite useful lives Decrease Decrease Increase Increase 01/01/2025 01/01/2024 0 0 249 229 571 774 516 571 Amortization Amortization 12/31/2025 12/31/2024 (304) (432) Intangible assets with finite useful lives consist of expen- ses incurred for the design and registration of company trademarks and business software. Trademarks are amor- tized over ten years and software over three years. During the year there were no impairment losses or reversals on intangible assets. The increases for the year mainly relate to the implementation costs for the integrated accoun- ting, management, and treasury system and the new HR management software. Goodwill 0 0 0 0 1,000 1,000 1,000 1,000 0 0 Goodwill for the CGU Fonti del Corallo pertains to the management of the business units for the property not owned by the Company. The recoverable value was deri- ved from the sale contract with the owner of the property, following the conclusion of the rental agreement finalized on 24 February 2026, effective from 26 February 2026. > NOTE 11) GOODWILL Goodwill Decrease Decrease Increase Increase 01/01/2025 Amortization Amortization 12/31/2025 12/31/2024 Fonti del Corallo 12/31/2025Goodwill 1,000 1,000 12/31/2024 1,000 1,000Goodwill Goodwill has been attributed to the individual cash generating units (CGUs). Below is the breakdown of goodwill by CGU at the end of 2025 and 2024: 01/01/2024 Investment property Diritti d’uso IFRS 16 Investment property DevaluationIncrease 1,538,546 2,527 1,541,073 (20,638) (2,212) (22,850) Revaluation 32,579 000 011,015 011,015 32,579 01/01/2025 12/31/2025DecreaseAcquisitions 14,747 0 14,747 1,576,249 315 1,576,564 Investment property Right-of-use IFRS16 Investment property DevaluationIncrease 1,805,612 5,129 1,810,741 (32,309) 0 (32,309) Revaluation 15,676 000 (266,359)0 (266,359)0 15,676 01/01/2024 12/31/2024DecreaseAcquisitions 15,926 0 15,926 1,538,546 2,527 1,541,073
Page 175
349 348 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS > NOTE 13) BUILDINGS Historical cost Historical cost Depreciation fund Depreciation fund Plant and machinery Equipment and other goods > NOTE 14) PLANT AND MACHINERY, EQUIPMENT, AND LEASEHOLD IMPROVEMENTS Historical cost Historical cost Depreciation fund Depreciation fund Plant and machinery Equipment and other goods Increase Increase 01/01/2024 01/01/2025 Amortization Amortization Decrease Decrease 12/31/2024 12/31/2025 The changes in plant and machinery and equipment are mainly attributable to the depreciation of the financial year, only partially offset by the increases for the purchase of commercial and IT equipment. 10,261 (3,697) 6,564 40 0 40 0 0 0 0 (248) (248) 10,299 (3,944) 6,355 Historical cost Depreciation fund Net book value Increase01/01/2025 AmortizationDecrease 12/31/2025 This item refers to the purchase of the ground floor and first floor of the building that houses the head office. The change occurred during the year is mainly due to the ongoing depreciation process. 10,240 (3,449) 6,791 21 0 21 0 0 0 0 (248) (248) 10,261 (3,697) 6,564 Historical cost Depreciation fund Net book value Increase01/01/2024 AmortizationDecrease 12/31/2024 428 (349) 79 7,138 (5,554) 1,584 18410 0(324) 1886 807,058 0(5,025) 802,033 0 0 0 0 0 0 0 (25) (25) 0 (529) (529) 410 (324) 86 7,058 (5,025) 2,033 407 (297) 110 6,657 (4,522) 2,135 3 0 3 401 0 401 0 0 0 0 0 0 0 (27) (27) 0 (503) (503)
Page 176
351 350 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS Assets under construction Assets under construction and advance payments Advance payments > NOTE 15) ASSETS UNDER CONSTRUCTION At 31 December 2025, assets under construction consi- sted of: > Land at Porto Grande for the construction of midsize surfaces, valued at fair value in the amount of €2.2 million; > Costs for restyling in progress at Gran Rondò shopping centre in Crema. The increase in fixed assets in progress compared to the previous financial year is due exclusively to the revalua- tion of the Porto Grande Expansion project. See section 2.6 on the real estate portfolio for further de- tails. Assets under construction Assets under construction and advance payments Advance payments > NOTE 16) DEFERRED TAX ASSETS Increase Increase Decrease Decrease01/01/2024 01/01/2025 (Impairment) /Reversals (Impairment) /Reversals 12/31/2024 12/31/2025 Under IAS 12 paragraph 74, deferred tax assets were of- fset against deferred tax liabilities because: (i) the entity has the right to offset current tax assets against current tax liabilities and (ii) the deferred tax assets and liabilities relate to income taxes levied by the same tax jurisdiction. Therefore, net deferred tax assets reflect deferred tax as- sets and liabilities. Deferred tax assets are shown in detail below: Deferred tax assets mainly originate from: > Taxed provisions, such as the provision for doubtful ac- counts and the bonus provision; > The recognition of deferred tax assets on mortgage he- dging instruments (IRS); > Tax losses carried forward. The changes during the year mostly refer to: > The recognition of deferred tax assets on mortgage he- dging instruments (IRS). Following the positive assessment of the Company's futu- re positive taxable income in the short/medium term, also corroborated by the taxable income reported in previous years, it is believed that the residual previous tax losses will be used. For this reason, the credit for deferred tax assets is deemed to be recoverable. Loss from tax consolidation 12/31/2025 12/31/2024 Change Taxed provisions Deferred tax assets IFRS 16 Livorno IAS 19 Deferred tax liabilities Deferred tax assets Financial derivatives Net deferred tax assets 12/31/2025 12/31/2024 Change 2,429 0 2,429 0 2,402 0 0 0 0 0 0 27 0 27 2,402 0 2,402 2,288 0 2,288 0 0 0 0 0 0 114 0 114 2,402 1,246 1,670 0 0 1,246 1,670 (424) 0 (424) 144 172 (3) (3) 0 397 742 741 363 363 1,246 1,670 (28) 0 (397) 1 0 (424)
Page 177
353 352 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS > NOTE 17) SUNDRY RECEIVABLES AND OTHER NON-CURRENT ASSETS > NOTE 18) EQUITY INVESTMENTS Equity investments are detailed in the table below: Variation area/extraord. operations Increase Decrease Revaluations/ (Write-downs)01/01/2025 12/31/2025 As of 31 December 2025, the item “Equity investments” decreased by €2,760 thousand compared to the value re- corded as of 31 December 2024. The Food Fund, in which the company holds a 40.04% stake (Class B units with subordinated yield), was establi- shed in 2024, with the aim of enhancing its real estate portfolio, through the contribution by IGD of 8 hypermar- kets, 3 supermarkets and 2 shopping malls for a total of €258 million to a Luxembourg-based vehicle (50% Sixth Street and 50% Starwood Capital) for a consideration of €155 million. The Fund is managed by Prelios SGR S.p.A., the asset management company of the Prelios Group. Du- ring the financial year, a further 9 shares were subscribed for an amount of €180 thousand. The fund’s value was measured using the equity method and its valuation at 31 December 2025 was in line with the previous year. For further information, see the “List of equity investments.” Fondo Juice, of which the Company owns 40%, was for- med in 2021 with an eye to boosting earnings from the real estate portfolio, through IGD's transfer of five hyper- markets and one supermarket for €140 million and the corresponding debt of €77 million and subsequent sale to Corallo Lux Holdco S.a.r.l. The Fund has a duration of 10 years and is managed by Savills Investment Management SGR S.p.A. The fund’s value was measured using the equi- ty method and its valuation at 31 December 2025 deter- mined an impairment of €2,849 thousand to align it to its realisable value. For further information, see the “List of equity investments.” For investments in subsidiaries deemed to be significant, the carrying value was compared with the recoverable Provision for employees severance indemnities - Ias 19* Deferred Taxes Provision for doubtful account Variable salary Loss from tax consolidation IRS transaction* IFRS 16 Livorno Total Temporary Difference Temporary Difference 0 13 18 0 0 0 31 (11) 1,223 1,375 3,088 1,470 1,513 8,658 Temporary Difference Deferred Taxes (11) 861 2,406 3,088 0 1,513 7,857 110 1,031 0 0 0 0 1,141 Deferred Taxes Deferred Taxes 0 56 0 0 398 0 454 (3) 145 25 741 398 363 1,670 (3) 102 43 741 0 363 1,246 0 472 0 0 1,470 0 1,942 Balance At 12/31/2024 Balance At 12/31/20025 Increases IncreasesDecreases Decreases (*): Effect charged or credited directly to equity. Security deposits 12/31/2025 118 118 8 8 12/31/2024 Change 110 110Sundry receivables and other non-current assets Security deposits increased compared with the previous year. Win Magazin S.A. Arco Campus S.r.l. Juice Fund FOOD Fund Millennium Center Consorzio Proprietari Fonti del Corallo Cons. propr. del compendio com. del Commendone (GR) IGD Service S.r.l. Consorzio Punta di Ferro Equity investments in subsidiaries Consorzio I Bricchi Alliance SIINQ S.r.l. Equity investments in associates Equity investments in other companies Equity investments 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 (21) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 (70) 0 0 0 0 0 (91) 0 180 0 0 0 0 (2,849) 0 0 180 0 (2,849) 0 0 0 0 0 (2,940) 1,441 105 114,744 6 7 4 192 6 116,505 25,666 80,290 4 105,960 22 222,487 1,441 84 114,744 6 7 4 122 6 116,414 22,817 80,470 4 103,291 22 219,727
Page 178
355 354 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS Arco Campus S.r.l. IGD Service S.r.l. Equity Value pro quotaImpairment Test Result Carrying Amount Cover / (Impairment) The test found no evidence of impairment. The Company ran sensitivity analyses to measure the impact that chan- ges in the most significant unobservable inputs (WACC and/or growth rate), due to changes in the macroecono- mic environment, would have on the outcome of the im- pairment tests of equity investments held by IGD SIIQ. For the stake in IGD Service S.r.l., an additional 1.1% incre- ase in WACC or a reduction of 1.2% in the growth rate, or a €1.25 million drop in cash flows in terminal value would reduce the existing coverage to zero. Finally, for the investment in Arco Campus S.r.l., a 0.8% increase in WACC or 0.8% decrease in the growth rate would reduce the existing coverage to zero. Alliance SIINQ S.r.l., a company with a book value of €122,000, was established on 20 December 2024, throu- gh the transfer of the shop in Via Aquileia in Ravenna, exercising the option to access the special SIINQ regime starting from 1 January 2025. During the financial year, the investment was written down by €70 thousand to align it with its recoverable value. amount, calculated as equity value, or the sum of unle- vered free cash flows discounted to present value for the explicit forecast period, the present value of the terminal value calculated after the last year of the explicit period, net debt as of the measurement date, and the subsidia- ries’ fair value. The calculation of recoverable value was based, for the 2026 financial year, on the data contained in the Budget approved by the Board of Directors on 17 December 2025, while for the 2027 financial year, on the data contained in the 2025-2027 Business Plan approved by the Board of Directors on 20 November 2024, and for 2028, the data estimated on the basis of an inertial drag of the values forecast for the financial year. Revenue was projected based on the typical and stable characteristics of the subsidiaries’ businesses, mainly con- sisting of long-term rental contracts, and considering the most recent inflation levels. Costs were projected on the basis of past performance and forward-looking assump- tions based on all available information. Future cash flows were determined based on figures for 2026-2028. In particular, the gross operating margin was considered, after deducting taxes and planned invest- ments. For periods beyond the third year, the Company calcula- tes the terminal value using the perpetuity method, i.e. on the basis of cash flows from operating activities assuming continuity beyond the explicit period. The main assumptions used to calculate the value in use are set out below: > Discount rate (WACC, weighted average cost of capital invested) of 6.61% (6.94% at 31 December 2024); > Criteria for estimating future financial flows: the finan- cial flows as described above were taken as a reference; > Perpetual growth rate (g) equal to 2% (unchanged com- pared to the rate used on 31 December 2024). The results of impairment tests are summarised below: 130,996 2,739 16,252 1,298 114,744 1,441 The item includes a loan granted to the Porta a Mare Consortium in the amount of €250 thousand. > NOTE 19) NON-CURRENT FINANCIAL ASSETS Non-current financial assets to third parties 12/31/2025 250 250 250 250 12/31/2024 Change 0 0Non-current financial assets
Page 179
357 356 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS > NOTE 20) TRADE AND OTHER RECEIVABLES Receivables are shown net of the provision for doubtful accounts, which reflects positions not considered to be fully recoverable. As of 31 December 2025, net allocations for performing receivables and receivables under legal action and insol- vency proceedings amount to €536 thousand. Provisions for the year were calculated based on the problems en- countered with individual receivables recognised at 31 December 2025 and estimated based on all available in- formation. The use of €1,405 thousand from the provisions concerns receivables under legal action/insolvency proceedings identified in previous years that were fully written off du- ring the period. Movements in the provision for doubtful accounts are re- ported below: Receivables are written down based on an analysis of each tenant’s position. Trade and other receivables Provision for doubtful accounts 12/31/2025 12,529 (8,198) 4,331 (4,035) 869 (3,166) 12/31/2024 Change 16,564 (9,067) 7,497Trade and other receivables Gross trade receivables Provisions for doubtful accounts at the beginning of the financial year Other movements Gross trade receivables Use Balance due to expire Expired 91- 120 days Expired 31-60 days Expired over 180 days Expired 0-30 days Expired 121- 180 days Expired 61-90 days Total receivables 12/31/2025 12,529 12,529 (4,200) 3,912 419 0 (869) 525 525 9,067 13,267 (1,405) (5,317) 536 1,117 0 0 8,198 9,067 896 896 737 737 8,540 8,540 48 48 197 197 1,586 1,586 12/31/2024 Change Net provision Allowance for doubtful accounts at year-end Net trade receivables decreased with respect to the previous year by €3,932 thousand. Gross trade receivables are broken down below by due date: 12/31/2025 12/31/2024 Change 97 67 3 0 0 2 336 2 0 2 2 6 1 1 0 3 3 7 0 2 86 2 0 2 1 0 0 0 0 42 3 2 0 2 0 2 1 0 2 0 0 3 3 61 1 2 1 2 0 2 0 2 1 0 18 0 6 0 622 11 23 1,577 1,187 1,827 30 3 (2) 336 0 (4) 1 (2) (4) (2) 84 (2) 1 0 (42) 1 (2) (2) 1 (1) (3) (61) (1) (1) (2) (2) 1 18 (5) (23) (955) (640) Coop Alleanza 3.0 Cons. propr. del compendio com. del Commendone (GR) Consorzio Lame Consorzio shopping center Mondovicino & Retail Park Fondo Juice Fondo FOOD Librerie Coop S.p.a. Consorzio Katanè Consorzio Esp Consorzio Casilino Vignale Comunicazioni s.r.l. Consorzio Leonardo Millennium Center Consorzio La Favorita Food SPV Porta Medicea srl Consorzio Clodì Consorzio Punta di Ferro Consorzio Porta a Mare Consorzio La Torre Consorzio Le Porte di Napoli Arco Campus srl IGD service srl Related parties sundry payables and other non-current liabilities Unicoop Etruria s.c.a.r.l. Consorzio Cone’ Consorzio Le Maioliche Consorzio Crema (Gran Rondò) Consorzio I Bricchi Punta di Ferro Consorzio Proprietari Centro Luna Consorzio Sarca > NOTE 21) RELATED PARTY TRADE AND OTHER RECEIVABLES See Note 38 for comments.
Page 180
359 358 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS > NOTE 22) OTHER CURRENT ASSETS VAT credit IRES credit Insurance credits Deferred costs Accrued income and prepayments Other costs of services IRAP credit Advances paid to suppliers Other current assets 12/31/2025 12/31/2024 Change Other current assets increased by €1,698 thousand compared to the previous financial year, mainly due to the increase in accrued income and prepaid expenses, V AT credits and other receivables. > NOTE 23) OTHER CURRENT ASSETS - RELATED PARTIES Receivables from tax consolidation Receivables from tax consolidation IGD Service S.r.l. 12/31/2025 622 622 (577) (577) 12/31/2024 Change 1,199 1,199 At 31 December 2025, the tax consolidation credit referred to the amount due to the Company from the subsidiary IGD Service S.r.l., which contributed positive taxable income to the tax consolidation arrangement. > NOTE 24) FINANCIAL RECEIVABLES AND OTHER CURRENT FINANCIAL ASSETS Receivables from other related parties consist of loans granted to the subsidiaries IGD Service S.r.l. and Arco Campus S.r.l., plus interest charged at the 3-month Euri- bor plus 125 basis points. Details of the major outstanding loans are provided below: > €15 million loan originally granted to IGD Management SIINQ S.p.A. and transferred to the subsidiary IGD Service S.r.l. as part of the Group reorganisation and streamlining carried out in 2021. There were no movements during the year; > Loan originally granted to IGD Management SIINQ S.p.A. and transferred to the subsidiary IGD Service S.r.l. as part of the Group reorganisation and streamlining carried out in 2021. At 31 December 2024, the outstanding balance for this loan was €36,079 thousand. The subsidiary made payments in the amount of €0.98 million during the year. At 31 December 2025, the outstanding balance for this loan was €35,098 thousand; > Loan of €2,062 thousand granted to Arco Campus S.r.l. During the year, the subsidiary made repayments in the amount of €300 thousand. In addition to the above, further receivables arise from the use of Group treasury accounts from: > IGD Service S.r.l. for an amount equal to €620 thousand which was reimbursed for the amount of €22,089 thou- sand; > Porta Medicea S.r.l. for €674 thousand. To other related parties Related parties financial receivables and other current financial assets 12/31/2025 53,153 53,153 (22,794) (22,794) 12/31/2024 Change 75,947 75,947 > NOTE 25) CASH AND CASH EQUIVALENTS Cash on hand Cash and cash equivalents Cash and cash equivalents 12/31/2025 6,724 7 6,731 4,443 (2) 4,441 12/31/2024 Change 2,281 9 2,290 Cash and cash equivalents at 31 December 2025 consi- sted mainly of current account balances at banks. This item increased by €4.441 thousand compared to the pre- vious year. The statement of cash flows provides a clearer understan- ding of how this item changed during the period. 1,133 0 557 545 49 105 25 0 0 0 1 124 1,177 854 615 231 3,557 1,859 1,133 12 (56) 25 0 (123) 323 384 1,698 T ax credit Due from others
Page 181
361 360 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS 12/31/2025 12/31/2024 Change Share capital Legal reserve Merger surplus reserve Cash flow hedge reserve FTA IFRS 9 reserve Fair value reserve Other available reserves (resulting from capital reduction) Other reserves Recalculation of defined benefit plans Other available reserve Net profit (loss) of the year Group profit Group profit (loss) carried forward Net equity > NOTE 26) NET EQUITY During the current financial year, as resolved by the Sha- reholders' Meeting of 16 April 2025, the following steps were taken: (i) the Fair Value Reserve was reclassified by €35,396,655.89, as a result of the partial elimination of the unavailability regime provided for by Article 6 of Legi- slative Decree no. 38 of 28 February 2005, increasing the Other available profit reserves by the same amount, speci- fying that €22,339,315.27 of this amount is attributable to exempt management and €13,057 ,340.62 to pre SIIQ-sta- tus management. Accordingly, the Fair Value Reserve, re- lating to the valuation of real estate assets at fair value, would go from €187 ,406,359.63 to €152,009,703.73; (ii) fully cover the net loss recorded as of 31 December 2024, equal to €26,920,946.65, through the use of the Available Reserves (from capital reduction), as they are sufficient; (iii) to allocate part of the increase in Other Available Pro- fit Reserves deriving from exempt operations, available as a result of the disposal in 2024 of 8 hypermarkets, 3 supermarkets and 2 shopping malls, to the payment of a dividend of €11,034,190.30. Other movements in net equity were the result of: > The adjustment of the cash flow hedge reserves relating to outstanding contracts by a positive amount of €3.010 thousand; > The adjustment of the reserve for the recalculation of defined benefit plans for an amount of €74 thousand; > Recognition of the loss for the year in the amount of €31,224 thousand. Substitute tax payables, amounting to €2025 thousand represent the redemption portion due beyond twel- ve months, pursuant to Article 14 of Legislative Decree 192/2024, of the merger surplus generated by the merger by absorption of the wholly-owned subsidiary IGD Mana- gement SIIQ S.p.A., completed in 2023. Such merger sur- plus was intended for the partial reconstitution of a reva- luation reserve under tax suspension pursuant to Article 110 of Legislative Decree no. 104/2020. The redemption generated a reduction of the merger sur- plus reserve, as described in the paragraph Miscellaneous payables and other non-current liabilities, for approxima- tely €1.6 million. Pursuant to Civil Code Art. 2427 , paragraph 7 bis, the components of net equity are shown along with their ori- gin and their eligibility for use and distribution. The fair value reserve incorporates the revaluation reser- ve pursuant to Law 266/2005, for €150,411,622 net of the substitute tax of €20,510,676. Share capital Available reserve (deriving from capital reduction) Cash Flow Hedge reserve Distributable reserves New profit/loss Total profit reserve Recalculation of defined benefit plans Total capital reserves Total reserve Profit reserves: Legal reserve* Fair value reserve Revaluation law decree n. 104/2020 (surplus from IGD Management merger) FTA IFRS 16 reserve Capital reserves: Eligibility for use Available amount Distributable amountAmountItem/Description due to other reasons Summary of the uses made in the past three years due to negative reserve coverage LEGENDA A For capital increase B For loss coverage C For distribution to shareholders * Legal reserve contains capital reserve amounting to €117,758 k 650,000 650,000 362,878 399,376 130,000 130,000 (1,450) (1,450) 14,630 16,256 454 380 1,755 (1,255) 152,009 187,407 53,409 29,046 12,071 38,992 31,225 (26,920) 1 1 31,224 (26,921) 1,044,105 1,022,456 0 (36,498) 0 0 (1,626) 74 3,010 (35,398) 24,363 (26,921) 58,145 0 58,145 21,649 12,071 12,071 12,071 12,071 14,630 (1,450) 14,630 (1,450) 53,409 53,409 1 1 66,590 66,590 78,661 78,661 A, B, C A, B, C A, B, C A, B, C --- A, B, C ** B B --- 650,000 12,071 12,071 130,000 152,009 14,630 1,755 (1,450) 454 53,409 1 350,808 362,879 57,923 14,592
Page 182
363 362 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS > NOTE 27) NON-CURRENT FINANCIAL LIABILITIES This item includes the non-current portion of floating-rate loans from banks, bonds, and amounts due to other lenders, as detailed below: > Mortgage loans In detail, on 11 February 2025, IGD finalised a green secu- red facility agreement for €615 million with a pool of lea- ding domestic and international financial institutions. The operation, divided into three facilities (A: 285 million over 5 years; B: 315 million over 7 years; C: 15 million revolving up to 3 years), is classified as green according to the Gre- en Financing Framework. The proceeds were used to re- finance part of the existing debt and fully repay maturing bonds, allowing the debt maturities to be redistributed with the first significant disbursements starting in 2028. On 13 November 2025, following the placement of a €300 million bond loan, the company partially repaid the afore- mentioned loan. Debts for mortgages over 12 months increased by €7 ,325 thousand compared to 31 December 2024. > Due to other sources of finance and for IFRS 16 This item covers the non-current portion of liabilities ari- sing from: > The lease for HQ premises; > The use of IFRS 16 to account for the leases on the malls at Fonti del Corallo shopping malls. > Bonds On 4 March 2025, IGD SIIQ carried out the early repay - ment of the two outstanding bonds, for a total of approxi- mately €288 million (including the premium above par), thanks to the disbursement of Line A of the financing si- gned on 11 February 2025. Furthermore, in line with the objectives of the 2025-2027 Business Plan, the Company completed the placement of a new senior unsecured gre- en bond amounting to €300 million, with a five-year du- ration, an annual coupon of 4.45% and bullet repayment in November 2030. 12/31/2025Duration 12/31/2024 Change 11/28/2019 - 05/17/2027 04/30/2009 - 04/30/2027 08/04/2022 - 08/01/2027 07/12/2011 - 06/30/2027 04/10/2007 - 04/06/2027 05/15/2023 - 05/09/2028 03/03/2025 - 12/31/2031 11/17/2023 - 05/17/2027 10/28/2025 -10/28/2030 01/01/2019 - 03/31/2026 12/15/2022 - 09/30/2028 02/11/2025 - 12/31/2029 10/05/2009 - 06/30/2029 10/16/2020 - 09/30/2026 457,892 0 0 0 0 0 8,930 0 144,077 304,885 0 293,781 927 0 293,781 927 0 752,600 0 7,326 (44,467) (3,229) (2,886) (6,628) (212,912) (5,042) 0 (22,395) 304,885 (59,433) 10,020 (1,000) (224,328) 293,781 (420) (580) 16,346 0 450,566 44,467 3,229 2,886 6,628 212,912 13,972 0 166,472 0 59,433 283,761 1,927 224,328 0 1,347 580 736,254 0 Debts for loans Debts for bonds Debts due to other sources of finance Non current finanicial liabilities Non current financial liabilities vs related party Bond 400 Million Sardaleasing Bologna HQ Mps - SACE 2022 Mutuo Intesa Facility A 285 Million 10 Mediocredito Faenza IGD Mps - SACE 2020 01 Unipol Sarca FRS 16 Livorno liability Mutuo Intesa 250 Million Mutuo Intesa Facility B 315 Million 17 Carige Palermo IGD (Iper) Bondi 310 Million Bondi 300 Million BNL 215 Million 600,000 (2,661) (28,542) 457,895450,566 (561,469) 300,000 4,511 0 293,780283,761 (294,491) 0 0 (580) 0580 0 0 0 (421) 9261,347 0 900,000 1,850 (29,543) 752,600736,254 (855,960) Movements during the year are shown below: Mortgage loans payable IFRS 16 lease liabilities Total Bonds payable Amounts due to other lenders 12/31/2024 Reclassifications 12/31/2025Increases Amortized Cost Repayments / Renegotiations
Page 183
365 364 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS Details of outstanding bonds are presented in the table below: Coupon rate 12.31.2024 Coupon rate 12.31.2024 Coupon rate 12.31.2025 Total Bond 400 ML Paid interests Paid interests Bond 310 ML Bond 300 ML Paid interests Ancillary costs Ancillary costs Total Bond 310 ML Total Bond 300 ML Total bonds Total financial charges Bond 400 ML Ancillary costs 2,261 0 2,261 8,589 0 8,589 (228,530) 293,781 10,850 5,194 (60,057) (237,255) 300,000 59,434 61,285 (1,851) 0 0 0 0 0 0 (61,285) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 (6,219) 0 8,725 0 1,228 0 0 0 0 224,327 0 0 (12,928) 237,255 283,761 12/31/2024 Bond issue/repayment Non current portion Current portion 12/31/2024Debts due to bond 2,280 4.45% 4.94% (6,038) (2,261) 2,881 620623 623 (8,589) 2,280 4,203 181 2,280 10,962 0 2,373 2,280 4,203 181 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 293,962 5,2735,007 293,962 2,280 5,2735,007 300,000 12/31/2025 Nominal interest rate Non current portion Current portion Actual interest rate Financial charges at 12/31/2025 Ancillary cost amortization at 12/31/2025 12/31/2025
Page 184
367 366 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS The following table presents covenants on outstanding loans. All of the covenants were satisfied as of 31 December 2025. > COVENANTS Name Guarantees given Type of productOwner Counterpart End dateStart date Financial "covenant" i) Ratio of Total Asset - Intangible Asset to Total Debt not higher than 60%; ii) Interest Cover Ratio not lower than 1.7; iii) Ratio of Secured Debt to Total Asset - Intangible Asset equal or under 45%; iv) Ratio of Unencumbered Asset to Unsecured Debt not lower than 1.25; v) Loan To Value for mortgaged properties must not exceed 50%. i) Ratio of Total Asset - Intangible Asset to Total Debt (excluding derivative liabilities and net of cash and cash equivalents) lower than 60%; ii) Interest Cover Ratio (recurring items on cash basis) > 1.7; iii) Ratio of Secured Debt to Total Asset - Intangible Asset lower than 45%; iv) Ratio of Unencumbered Asset to Unsecured Debt (net of cash and cash equivalents) > 1.25 - [excluding IFRS16 effects]. i) Ratio of Total Asset - Intangible Asset to Total Debt not higher than 65%; ii) Interest Cover Ratio not lower than 1.5; iii) Ratio of Secured Debt to Total Asset - Intangible Asset equal or under 50%; iv) Ratio of Unencumbered Asset to Unsecured Debt not lower than 1.0; v) Loan To Value for mortgaged properties: v.1) must not exceed 60% until December 31, 2026 v.2) must not exceed 55% for the measurements between December 31, 2027 and December 31, 2028 v.3) must not exceed 50% for the subsequent measurements up to December 31, 2032 Punta di Ferro Shopping Center (mall) Tiburtino Shopping Center (mall) Porto Grande Shopping Center (mall) Centro Luna (mall) Gran Rondò Shopping Center (mall) Centro Commerciale Mondovicino (gall. + RP) Centro commerciale Città delle Stelle ( gall.) unsecured Secured loan in pool Bond Secured loan in pool IGD SIIQ SpA IGD SIIQ SpA IGD SIIQ SpA Intesa Sanpaolo MPS Capital Services Banca per le Imprese S.p.A. (now Banca MPS) Banca Nazionale del Lavoro Banco BPM BPER Banca Unicredit Deutsche Bank Cassa Depositi e Prestiti Paying Agent - BNP Paribas Intesa Sanpaolo Banca MPS Banca Nazionale del Lavoro Banco BPM BPER Banca Unicredit Deutsche Bank Cassa Depositi e Prestiti 05/09/2028 11/04/2030 05/09/2023 (Facility A) 11/09/2023 (Facility B) 11/04/2025 03/03/2025 (Facility B) 12/31/2031 (Facility B) 42.49% 42.49% 42.49% 25.61% 25.61% 25.61% 2.21 2.21 2.21 2.12 2.12 2.12 38.50% n.a. 51.19% Secured loan in pool 4.450 per cent. Fixed Rate Green Notes due 4 November 2030 Secured loan in pool Indicator i) Indicator ii) Indicator iii) Indicator iv) Indicator v) Katanè Shopping Center (mall + hypermkt) Le Porte di Napoli Shopping Center (mall + hypermkt) Centro d'Abruzzo Shopping Center (mall + hypermkt) Casilino Shopping Center (mall) Porta a Mare Waterfront (mall) La Favorita Shopping Center (mall) La Torre Shopping Center (mall + hypermkt) Borgo Shopping Center (mall) Il Millenium Shopping Center (mall) I Bricchi Shopping Center (mall) Sarca Shopping Center (mall)
Page 185
369 368 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 Additional information > Sensitivity analysis for each actuarial assumption re- levant at end of period, showing the impact in absolute terms of each reasonably possible change in actuarial as- sumptions at the close of the year; > Amount of contribution for the following year; > Average financial duration of the liability for defined be- nefit plans; > Estimated payouts. IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS Provisions for employee severance indemnities Provision Provision Reverse Reverse Actuarial (Gain)/ Losses Actuarial (Gain)/ Losses 01/01/2025 01/01/2024 (248)(74)1,483 1,353 Financial charges IAS 19 Financial charges IAS 19 12/31/2025 12/31/2024 46146 > NOTE 28) PROVISION FOR EMPLOYEE SEVERANCE INDEMNITIES The following charts show the demographic and financial assumptions used: The employees severance indemnity reserve (TFR) is clas- sified as a defined benefit plan. The provision qualifies as a defined benefit plan. In accordance with paragraph 83 of IAS 19, the annual discount rate used to calculate the present value of the liability is based on the iBoxx Cor- porate A index with duration 10+ as of the measurement date. Use of a discount rate based on the iBoxx Corporate AA 10+ would not have made a significant difference. Probability of death Probability of retirement Probability of receiving TFR advance at beginning of the year (provisioned at 70%) Probability of long-term disability Probability of resignation DEMOGRAPHIC ASSUMPTIONS ISTAT (the Italian National Statistics Institute) 2022 1% 2% EMPLOYEES INPS (Italian Social Security Institute) statistics by age and gender 100% achievement of retirement age under mandatory general insurance Cost of living increase Increase in total compensation Discount rate Increase in severance indemnity provision FINANCIAL ASSUMPTIONS 2.00% 3.96% 3.000% 2025 Executives: 2.5% White collar/Middle managers: 1.0% Blue collar: 1.0% Movements in the provisions for employee severance indemnities (TFR) are shown below: > SENSITIVITY ANALYSIS OF MAIN VARIABLES AS OF 31 DECEMBER 2025 Inflation rate +0.25% - Provision for employees severance indemnities: (Figures in Euro/000) Estimated payments in year 1 Discount rate +0.25 - Provision for employees severance indemnities: Estimated payments in year 3 Turnover rate +1 - Provision for employees severance indemnities: Estimated payments in year 5 Service cost for future year Inflation rate -0.25% - Provision for employees severance indemnities: Estimated payments in year 2 Discount rate -0.25 - Provision for employees severance indemnities: Estimated payments in year 4 Turnover rate -1 - Provision for employees severance indemnities: Duration of the plan 1,443 1,526 1,514 1,453 1,492 1,473 146 16 61 120 65 70 160 Provisions for employee severance indemnities (262)(33)1,582 1,48346150
Page 186
371 370 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS Consolidated Fund risks and future charges Provision for taxation Provisions for risks and future charges Bonus provisions ProvisionReverse01/01/2025 12/31/2025 > NOTE 29) PROVISIONS FOR RISKS AND CHARGES > Provision for taxation At 31 December 2025, these provisions mostly concer- ned IMU-related and cadastral disputes over the shopping centres La T orre in Palermo (mall + hypermarket), Le Ma- ioliche in Faenza (mall), Esp in Ravenna (mall + hyper- market), and Guidonia (mall + hypermarket). The principal complaints against IGD SIIQ S.p.A. relate to: (i) the zoning classification of the shopping centre itself (C/1 or D/8), (ii) the classification and valuation of the individual commer- cial units within the shopping centre, (iii) the classification of the common areas of the shopping centre, and (iv) the classification of the parking areas. The Company is challenging the assessments received from the Italian Revenue Agency and/or tax collection agencies and has decided to pay IMU (municipal proper- ty tax) based on the originally declared (pre-assessment) cadastral rent, while allocating provisions to cover the ri- sks of these complaints, except in the case of Guidonia for which it was not possible to suspend payment of the new assessments. Most of the increase for the year consists of an additional allocation against pending IMU/ICI-related disputes, whi- ch mainly concern new classifications and cadastral rent calculations for the shopping centres in Palermo, Raven- na, and Guidonia. The uses recorded in 2025, equal to €1,880 thousand, concern the settlement, with partial payment and subject to reservation, of the increased tax requested by the Mu- nicipality of Guidonia in relation to the IMU for the ye- ars 2018–2022, following the receipt of a formal payment notice from the municipal concessionaire. IGD paid only the tax, excluding penalties and interest, and obtained the formal interruption of the proceedings. > Bonus provision Bonus provisions cover the variable compensation that will be paid to employees in 2026 based on the Group’s 2025 estimated results. The utilisation refers to the pay - ment made in the first half of 2025. These provisions also include a long-term portion for up- per management, paid every three years. During 2025, this fund was released for €146 thousand as the allocation made in previous financial years is considered to be exces- sive compared to the forecast of achieving the objectives set at the beginning of the plan. > Other provisions for risks and charges These provisions include accruals for risks related to on- going disputes and provisions for probable future charges amounting to €1,809 thousand for work, to be carried out by IGD, at the Centro Lame and Clodì shopping centres subject to sale in 2025, and in relation to the dispute with the previous CEO as reported below. On 25 October 2024, Mr Claudio Albertini served IGD SIIQ with a claim notice at the Civil Court of Bologna, seeking compensation in connection with the termination of his mandate as Chief Executive Officer of the Company. The Judge has set the hearing for the referral of the case for decision on 27 May 2027 . Although the Company’s stance is firmly to challenge the claim, in compliance with the ac- counting principles regarding pending disputes, any liabi- lities that might arise from the litigation are fully covered by the provisions made at 31 December 2025. > NOTE 30) SUNDRY PAYABLES AND OTHER NON-CURRENT LIABILITIES During the year, sundry payables and other non-current liabilities underwent the following changes: > The item Helmet II financing costs includes the future costs that IGD will have to bear to maintain the new secu- red loan, signed in February 2025; > Decrease in the item “Advances due beyond one year” due to the reclassification to current liabilities of the ad- vance received from BNP Paribas as part of the agree- ment for the sale of commercial licenses relating to the “Fonti del Corallo” mall, which will be finalized in 2026 upon conclusion of the current rental agreement; > Decrease in the item “BNL Extension fees” which was eliminated during the first half of 2025 following the re- payment of the related loan, replaced by the new loan agreement finalized in February 2025. This item included the portion of the commission that the Company would have to pay to BNP Paribas for the extension of the €215 million loan until 2026; > Decrease in the item “SACE guarantee debts” due to the closure of the 5-year term loan with a nominal value of €36,300 thousand obtained in 2020 and the reclassifica- tion among current liabilities of the portion of the costs to be paid to SACE for the 6-year term loan with a nominal value of €20,946 thousand obtained in 2022; > Decrease in the item “Debts for entry tax SIINQ regime” due to the reclassification among current liabilities of the debt for the tax for entry into the SIINQ regime of IGD Management which exercised this option in the previous financial year. The SIINQ entry tax is paid in five annual instalments starting in 2022; > Increase in the item "Substitute tax liabilities" amoun- ting to €813 thousand represents the portion due beyond twelve months relating to the redemption, under Article 14 of Legislative Decree 192/2024, of the merger surplus generated by the merger by incorporation of the wholly owned subsidiary IGD Management SIIQ S.p.A., comple- ted in 2023. Such merger surplus was intended for the partial reconstitution of a revaluation reserve under tax suspension pursuant to Article 110 of Legislative Decree no. 104/2020. Below are the details of related party payables: 12/31/2025 12/31/2024 Change 825 191 909 1,925 (1,880) (111) (407) (2,398) 3,200 1,729 553 5,482 2,145 1,809 1,055 5,009 0 313 0 813 1,008 212 0 0 0 273 305 305 0 800 12 11 2,138 1,914 (313) (212) 0 1,008 -273 0 (800) 1 224 INTESA financing fees Advances collectible beyond the financial year Extension fees BNL SACE guarantee payables Substitute tax payables Accrued costs payable INTESA HELMET II Entry tax SIINQ regime Other liabilities Sundry payables and other non-current liabilities
Page 187
373 372 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS > NOTE 31) CURRENT FINANCIAL LIABILITIES 12/31/2025Duration 12/31/2024 Change Security deposits refer to sums received for the leasing of hypermarkets and malls. Security deposits pay interest at the rates provided for by law. Security deposits pay interest at the rates provided for by law. See Note 38 for additional information. 12/31/2025 12/31/2024 Change 4,410 55 3,850 8,315 0 0 0 0 4,410 55 3,850 8,315 Coop Alleanza 3.0 Alleanza Luce e Gas IGD Service S.r.l. Related parties sundry payables and other non-current liabilities 12/13/2022 - 06/27/2028 04/10/2007 - 02/11/2025 05/15/2023 - 05/09/2028 03/03/2025 - 12/31/2031 12/22/2010 - 02/11/2025 08/04/2022 - 02/11/2025 02/11/2025 - 11/04/2025 10/16/2020 - 02/11/2025 10/05/2009 -02/11/2025 07/12/2011 -02/11/2025 0 3,427 0 933 31 1,062 0 1,871 0 12,540 0 9,075 5,236 5,237 0 0 0 0 15,466 6,637 14,877 0 0 1,694 31 2,756 27,339 47,960 (3,427) (933) (1,031) (1,871) (12,540) (9,075) (1) 0 0 589 6,637 (1,694) (2,725) (20,621) BNP 215 ML Loan Intesa secured loan Facility A 285 million - short term 10 Mediocredito Faenza IGD BNL - Hot money 17 Carige Palermo IGD (hypermarket) 01 Unipol Sarca MPS c/c payable account Payables due to banks Payables due to mortgages Mps sace 36.3 ML Intesa 250 ML Loan Intesa secured loan Facility B 315 million - short term 15 CentroBanca Cone (mall) Mps sace 20.9 ML 04/30/2009 - 04/30/2027 11/28/2019 - 03/04/2025 10/28/2025 - 10/28/2030 01/01/2019 - 03/31/2026 12/10/2025 - 03/10/2026 11,501 3,839 421 411 580 10,500 3,428 0 7,662 10 (2,848) 10,500 Payables due to other sources of finance IFRS 16 Livorno liabilities Coop Alleanza 3.0 loan Leasing IGD HQ Bond 400 ML Bond 300 ML 11/17/2023 - 03/04/2025 2,280 10,850 0 2,280 2,261 0 0 8,589 41,150 65,405 10,500 0 (8,570) (2,261) 2,280 (8,589) (24,254) 10,500 Payabled due to bonds Current financial liabilities Total current financial liabilities vs related parties Bond 310 ML
Page 188
375 374 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS Movements in current financial liabilities are as follows: Debts for bonds Debts due to other sources of finance Debts for loans Debts for banks Debts for IFRS16 Total Increases Repayments12/31/2024Current financial liabilities Accrued interests Reclassification 12/31/2025 Current financial liabilities include the current portion of lease payments on the new head office, the current por- tion of liabilities stemming from the adoption of IFRS 16, the current portion of outstanding mortgage loans and bonds (including interest accrued), and short-term bank borrowings. As illustrated in greater detail in the entry “Significant events of the period,” on 11 February 2025 IGD completed a secured financing transaction for a total amount of €615 million, underwritten by a pool of leading national and in- ternational banks and financial institutions. The new loan was used to refinance four bilateral secured loans, each relating to a different asset, repay two unsecured loans, and fully repay outstanding bonds. Subsequently, on 27 October 2025, it completed the pla- cement of a non-convertible, senior unsecured green bond loan, for a total nominal amount of €300,000,000.00 with a duration of 5 years, used to refinance green projects in the “Green Buildings” category pursuant to the Com- pany's Green Financing Framework, partially extingui- shing the above-mentioned mortgage loan. The main changes in current financial liabilities, signifi- cantly influenced by the overall refinancing operation, are therefore attributable to: > The extinction of the aforementioned secured and un- secured loans; > The full repayment of the bond loans; > The payment of the principal instalments due during the financial year relating to the mortgages outstanding as of 31 December 2025 and the corresponding reclassifi- cation, from non-current financial liabilities, of the instal- ments due within the following twelve months. The table below presents net debt at 31 December 2025 and 31 December 2024. At neither date does it include deri- vatives held for hedging purposes, which by nature do not constitute monetary assets or liabilities. The net financial position at 31 December 2025 improved by approximately €10 million compared to 31 December 2024, due to the decrease in debt resulting from the ap- plication of IFRS 16 and the cash generated in the period net of investments made, repayments of the maturing in- stalments of some mortgages, and dividends distributed. See the "Statement of financial position and financial re- view" section and the cash flow statement for additional comments on the changes to the total financial indebte- dness. As in previous years, net debt does not include other non-current liabilities described in Note 31, consisting mainly of security deposits received from third parties and related parties for the rental of hypermarkets and malls, guarantee deposits, extension fees payable, and tax liabilities, given the lack of a significant implicit or explicit financial component. In addition, as in previous years, it does not include assets and liabilities for derivative finan- cial instruments which amounted to €2.057 thousand and €1,575 thousand, respectively. > NOTE 32) NET DEBT 12/31/2025Net Debt (Amounts in thousands of Euro) 12/31/2024 Change Cash and cash equivalents Financial receivables and other current financial assets vs. related parties Current financial liabilities Mortgage loans - current portion LIQUIDITY Leasing liabilities - current portion CURRENT DEBT Non current financial assets Leasing liabilities - non current portion Bonds Bonds - current portion CURRENT NET DEBT Non current financial liabilities NON-CURRENT NET DEBT NET DEBT 0 0 (57,087) (2,756) 7,923 31 28,543 0 27,339 31 0 (10,850) 2,280 0 2,280 0 (3,428) 0 580 580 10,500 (412) 0 421 10,920 10,500 (74,533) 10,234 29,544 41,150 47,960 2,756 10,850 3,428 411 65,405 (6,731) (2,289) (53,153) (75,947) (59,884) (78,236) 11,530 2,756 27,340 47,960 0 3,839 2,280 10,850 41,150 65,405 (18,734) (12,831) 0 1,927 458,819 450,566 (250) 0 293,781 283,761 752,350 736,254 733,616 723,423 (4,442) 22,794 18,352 8,774 (20,620) (3,839) (8,570) (24,255) (5,903) (1,927) 8,253 (250) 10,020 16,096 10,193
Page 189
377 376 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS > NOTE 33) TRADE AND OTHER PAYABLES 12/31/2025 12/31/2024 Change Trade payables within Trade and other payables Payables to suppliers show an increase of €2,373 thousand mainly due to a different payment schedule compared to the previous year and to less works carried out in the last quarter of the year compared to 2024. 12/31/2024 12/31/2023 Change > NOTE 34) RELATED PARTY TRADE AND OTHER PAYABLES The decrease in debts to related parties amounts to €507 thousand and is mainly due to a different payment schedule. Reference can be made to Note 38 for details. 12,387 12,387 2,373 2,373 10,014 10,014 306 484 73 0 0 9 2 103 27 9 0 119 0 27 27 45 0 14 47 6 0 14 65 38 0 117 85 0 0 1 0 20 0 71 14 0 0 12 0 31 19 0 67 118 115 0 789 1,296 (178) 73 (9) (101) 18 (119) (27) (18) (14) 41 (14) 27 (117) 85 (1) (20) (14) 71 (12) (31) (99) (115) 67 (507) Coop Alleanza 3.0 Cons. propr. del compendio com. del Commendone (GR) Consorzio Crema (Gran Rondò) Consorzio I Bricchi Consorzio Leonardo Consorzio prop. Fonti del Corallo Unicoop Etruria s.c.a.r.l. Consorzio La Torre Consorzio Porta a Mare Consorzio Sarca Consorzio Le Maioliche Fondo Juice Consorzio Proprietari Centro Luna Consorzio Coné Consorzio Katané Consorzio La Favorita Related parties sundry payables and other non-current liabilities Consorzio Lame Consorzio Punta di Ferro Millennium Center Consorzio Le Porte di Napoli Consorzio Casilino IGD Service Consorzio dei proprietari Mondovicino
Page 190
379 378 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS > NOTE 35) CURRENT TAX LIABILITIES 12/31/2025 12/31/2024 Change Tax liabilities Irpef/additional regional and municipality tax Drainage consortium VAT Substitute tax The item mainly includes the debt for personal income tax and regional and municipal surtaxes, the debt for the SIINQ regime entry tax of €282 thousand, current portion, deriving from the merger of the subsidiary IGD Manage- ment SIINQ S.p.A., Substitute tax payables, amounting to €406 thousand, representing the redemption pursuant to Article 14 of Legislative Decree 192/2024, of the merger surplus generated by the merger by absorption of the wholly-owned subsidiary IGD Management SIIQ S.p.A., completed in 2023. Such a merger surplus was intended for the partial reconstitution of a revaluation reserve un- der tax suspension pursuant to Article 110 of Legislative Decree no. 104/2020. > NOTE 36) OTHER CURRENT LIABILITIES 12/31/2025 12/31/2024 Change Accrued income and prepayments Unclaimed dividends Amounts due to director for emoluments Extension fees BNL SACE guaranteed debts Extension fees INTESA Other liabilities Insurance Security deposits Other current liabilities Social security and insurance debts Due to employees These consist mainly of security deposits received from commercial tenants. The decrease, amounting to €2,089 thousand, is mainly related to the change in the item accrued expenses and de- ferred income. 525 488 0 76 0 70 688 273 1,213 907 37 (76) (70) 415 306 259 258 2 8 6,565 7,429 195 71 1,160 2,483 564 620 2 2 0 312 430 756 24 102 1,232 481 10,433 12,522 1 (6) (864) 124 (1,323) (56) 0 (312) (326) (79) 751 (2,089) > NOTE 37) RELATED PARTY OTHER CURRENT LIABILITIES The decrease is due to the outcome of the tax consolidation and refers to the subsidiary Porta Medicea S.r.l. During the financial year, the debt was repaid as of 31 December 2024, and the tax benefit provided by the subsidiary was recognized. 12/31/2025 12/31/2024 Change Other liabilities to related parties Debts from tax consolidation Porta Medicea S.r.l. 441 441 (540) (540) 981 981 > NOTE 38) RELATED PARTY DISCLOSURES Below is the information required by paragraph 18 of IAS 24. 97 3 0 3 3 1 0 1 1 0 0 0 1 0 86 0 0 2 336 0 306 0 0 73 0 0 0 0 85 2 27 0 0 0 0 0 47 0 65 224 4.410 0 55 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 10.500 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 300 0 0 0 0 15 49 0 2 7 27 0 81 0 72 0 52 0 8 267 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 250 0 Coop Alleanza 3.0 Cons. propr. del compendio com. del Commendone (GR) Consorzio Punta di Ferro Punta di Ferro Consorzio Le Maioliche Consorzio Porta a Mare Librerie Coop S.p.a. Consorzio Leonardo Consorzio Lame Consorzio I Bricchi Consorzio prop. Fonti del Corallo Consorzio Crema (Gran Rondò) Alleanza Luce e Gas Unicoop Etruria s.c.a.r.l. Vignale Comunicazioni s.r.l. Consorzio La Torre Consorzio Sarca Consorzio Katané Consorzio Coné Consorzio Clodì Receivables and other current assets Current Payables and Other Liabilities Non-Current Payables and Other Liabilities Sundry Receivables and Other Noncurrent Assets Fixed Assets - Increases Fixed Assets - Decreases Financial Receivables Financial Payables
Page 191
381 380 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS 2 0 18 2 1 6 1 1 0 0 0 0 622 0 0 1,187 9,076,775 0.01% 8 0 0 0 71 0 67 19 0 0 441 0 0 0 0 1,418 24,050,298 0.01% 0 0 0 0 0 0 0 0 0 0 0 0 3,850 0 0 8,315 9,639,997 0.09% 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 10,500 783,250,485 0.00% 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 117,967 0.00% 130 0 19 0 0 17 2 15 0 0 0 770 0 0 0 1,834 (2,105) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 35,491 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 250 53,403,348 0.00% Alliance SIINQ S.r.l Porta Medicea S.r.l. Food SPV Consorzio Casilino Millennium Center Consorzio Le Porte di Napoli Consorzio dei proprietari Mondovicino IGD Service S.r.l. IGD Service S.r.l. Arco Campus S.r.l. Fondo FOOD Fondo Juice Consorzio Proprietari Centro Luna Consorzio La Favorita Consorzio Esp Total Total balance sheet Incidence % Total increase/decrease of the year Receivables and other current assets Current Payables and Other Liabilities Non-Current Payables and Other Liabilities Sundry Receivables and Other Noncurrent Assets Fixed Assets - Increases Fixed Assets - Decreases Financial Receivables Financial Payables 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 2,447,075 0.00% 11,218 743 0 257 3 0 293 0 0 0 0 0 1 0 0 0 0 100 136 0 0 43 10 0 0 0 15 1 43 0 11,817 1 3 64 24,749 113,594,142 0.02% 343 0 0 0 46 0 15 0 271 0 0 535 148 0 149 0 0 726 0 327 302 443 218 450 0 0 - 0 61 0 0 342 36 0 4,414 (29,712,523) -0.01% 116 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 74 0 0 0 194 (59,232,139) 0.00% Total operating costs Operating revenues Financial charges Financial income Coop Alleanza 3.0 Alleanza Luce e Gas Cons. propr. del compendio com. del Commendone (GR) Consorzio Lame Consorzio Porta a Mare Fondo Juice Consorzio Punta di Ferro Consorzio Casilino Punta di Ferro Mercato Coperto Ravenna Consorzio I Bricchi Vignale Comunicazioni s.r.l. Unicoop Etruria s.c.a.r.l. Consorzio prop. Fonti del Corallo Consorzio Cone’ Consorzio Clodì Consorzio Leonardo Consorzio Sarca Consorzio La Favorita Librerie Coop s.p.a. Campania Distribuzione Moderna Consorzio Katané Consorzio Crema (Gran Rondò) Consorzio Proprietari Centro Luna Fondo FOOD IGD Service srl Millennium Center Consorzio del centro commerciale Nuova Darsena Consorzio Esp Food SPV Porta Medicea Total Total balance sheet Effect % Consorzio La Torre Consorzio Le Maioliche Consorzio Le Porte di Napoli
Page 192
383 382 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS The Company has financial and economic relationships with its holding company, Coop Alleanza 3.0 Soc. Coop.; with other companies in the Coop Alleanza 3.0 Group (Li- brerie Coop S.p.A. and Alleanza Luce e Gas S.r.l.); and with Unicoop Tirreno Soc. Coop.. Related party transactions are conducted at arm’s length and measured at face value. Transactions with Coop Alleanza 3.0 Soc. Coop. and its subsidiaries The transactions with the holding company Coop Allean- za 3.0. Soc. Coop. refer to: > The ongoing rental of real estate assets for use as hyper- markets and supermarkets; at 31 December 2025, rental income from leases, including retail leases, amounted to €11.2 million; > The provision of IT services by Coop Alleanza 3.0. Soc. Coop.; The transactions with Librerie Coop S.p.A. concern recei- vables and income for the business lease of properties in- side shopping centres and the leasing of the third floor of the building that houses IGD’s head office. At 31 Decem- ber 2025, the Company received €743 thousand under these lease agreements. Transactions with Alleanza Luce e Gas S.r.l. refer to the rental of part of the second floor of the building where IGD has its head office. At 31 December 2025, the Com- pany received €257 thousand, under this lease, and also has payables for security deposits on leases. Transactions with Unicoop Etruria Soc. Coop. The transactions with Unicoop Etruria Soc. Coop. refer to: > Security deposits received on leases; > Receivables and income for the leasing of properties used as hypermarkets. For the year, the Company recei- ved €293 million under these agreements. Transactions with other Group companies The transactions with the direct and indirect subsidiaries Igd Service S.r.l., Porta Medicea S.r.l., Arco Campus S.r.l. and Win Magazin S.A. concern the following: (i) admini- strative, technical and financial services provided by the controlling company; (ii) loans granted to the subsidia- ries Arco Campus S.r.l. and IGD Service S.r.l. and financial payables/receivables with the subsidiary IGD Service S.r.l. for use of the pooled accounts; (iii) the tax consolidation agreement with IGD Service S.r.l. and Porta Medicea S.r.l.. The transactions with consortiums concern receivables and income for facility management services at shopping centres; the costs incurred refer to service charges for va- cant units and extraordinary maintenance work on pro- perties. In the course of business, the Company is exposed to va- rious financial risks. To map and assess its risks, IGD SIIQ S.p.A. has developed an integrated risk management mo- del based on the international Enterprise Risk Manage- ment standards (see section 2.12 of the Directors’ Report). The Board of Directors reviews and agrees on policies to manage these risks. > Market risk Market risk is the potential for changes in exchange rates, interest rates or prices to negatively affect the value of assets, liabilities or cash flows. > Interest rate risk The main risk factor is the volatility of interest rates and the effect this has on borrowing and on the investment of liquid funds. The Company finances its operations throu- gh short-term borrowings, long-term secured and unse- cured loans charging adjustable interest, and fixed-inte- rest bonds, so it determines its risk of increased financial charges if interest rates go up or if it refinances debt at higher rates. Interest rate risk is constantly monitored by the Finance Department in coordination with top management, also through risk analysis and measurement tools developed as part of the IGD Group's Enterprise Risk Management program. It also monitors trends in the main economic and financial indicators that may affect the Group’s per- formance. The interest rate risk hedging policy involved the implementation of "IRS-Interest Rate Swap" type con- tracts and, taking into account the interest rate curve, also other forms of hedging such as "Cap" and "Collar", which allowed the Company to hedge approximately 85.04% of its exposure to interest rate fluctuations associated with medium- to long-term financing, including bond loans. The Finance department analyses and measures interest rate and liquidity risk while constantly evaluating the best means of implementation of the risk management model and conducts routine scouting activities to find opportu- nities to reduce the cost of debt with banks and/or the capital markets. See Note 40 for quantitative information on derivatives. The following table presents the sensitivity analysis of in- terest rate risk, showing the impact on equity and profit/ loss, as required by IFRS 7. The sensitivity analysis was conducted in consideration of the financial statement items that generate interest at floating rates or that are exposed to fair value changes, assuming parallel increases or decreases in the interest rate curves of each currency. > NOTE 39) MANAGEMENT OF FINANCIAL RISK Interest bearing assets Interest rate risk - Exposure and sensitivity analysis Benchmark Euribor Euribor Euribor Hot money Derivative instruments Fair Value Financial liabilities at a variable rate Cash Flow Total 31-dec-2531-dec-25 31-dec-2531-dec-25 31-dec-2431-dec-24 31-dec-2431-dec-24 Net equityIncome statement Shock downShock down Shock upShock up INTEREST RATE RISK 0 0 0 0 12,606 12,606 92 0 (4,228) 2,385 0 (1,751) 0 0 0 0 (10,650) (10,650) 0 0 4,240 (3,208) 0 1,032 0 0 0 0 2,159 2,159 0 0 (4,093) 1,592 0 (2,501) 0 0 0 0 (5,928) (5,928) 0 0 4,084 (3,781) 0 303
Page 193
385 384 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS The assumptions underlying the sensitivity analysis are as follows: > Medium- and long-term mortgage loans were analysed according to exposure at the end of the reporting period; > Ultra-short-term borrowings (“hot money”) and deposi- ts were analysed according to exposure at the end of the reporting period; > The initial shift in the interest rate curve was assumed to be +100/-100 basis points (+100/-10 as of 31 December 2025); > In determining changes associated with floating-rate fi- nancial instruments, it was assumed that no interest rates have already been set; > The values affecting equity have been calculated as the difference between the fair values calculated with the shock-modified curve and the fair values of derivatives at the end of the reporting periods; > The analysis assumes that all other risk variables remain constant; > For the sake of comparison, the same method of mea- surement was used for the current and the previous year. The method used to analyse and determine significant va- riables did not change since the previous year. > Foreign exchange risk The Company uses the euro as its accounting currency for all purchases and sales. > Price risk The Company is exposed to the risk of changes in the rent charged on leasehold properties. The domestic and international real estate market is cyclical in nature and influenced by several macroeconomic variables, relating for example to general economic conditions, interest ra- tes, inflation, tax laws, market liquidity, and the presence of other profitable investments. > Credit risk Credit risk takes the form of customer insolvency and dif- ficulty collecting payments. To mitigate these risks, tenan- ts go through a pre-contractual selection process, based on financial standing and earnings prospects. Reviews of potential customers are performed also with the help of external specialists and aim to identify any risk factors for the Company. Monthly analyses investigate the level of risk associated with each tenant and monitor their solvency. All customers are asked for bank guarantees and/or se- curity deposits to guarantee fulfilment of their commit- ments. Throughout the life of the contract, the Company monitors compliance on an ongoing basis, and follows internal credit management procedures in the event any anomalies arise; when the business relationship is secure, measures to assist the tenant may be taken. The Group constantly monitors its credit positions and uses an ad hoc program to assess each tenant's track record, risk le- vel and solvency, an analysis that is formally conducted every quarter but monitored on a daily basis to stay abre- ast of the actions taken or needed to collect receivables. The maximum credit risk on the Company’s other finan- cial assets, including cash and cash equivalents and cer- tain derivative instruments, is the carrying value of these assets in the event of the counterparty’s insolvency. The maximum exposure is presented gross of any mitigation through the use of various kinds of hedge. The table below presents the maximum exposure to cre- dit risk for balance sheet components, divided into cate- gories, including derivatives with a positive fair value. Where financial instruments are measured at fair value, the amounts shown represent current credit risk, but not the maximum exposure to credit risk that could arise in the future due to changes in fair value. 2025Maximum exposure to credit risk 2024 Receivables and loan Sundry receivables and other assets Trade and other receivables Other assets Financial receivables and other financial assets Cash equivalents Total Trade and other receivables vs related parties 118 110 4,331 7,498 1,187 1,827 1,818 1,209 6,724 2,280 53,403 75,947 67,581 88,871 > Liquidity risk This refers to problems with liquidity management, insuf- ficient resources to finance the business, and difficulty ke- eping up with loans or obtaining new credit. Liquidity is monitored through cash flow planning, and risk is mitiga- ted by the Company’s extensive credit lines (committed and uncommitted). The Finance department uses a financial forecasting tool to monitor expected cash flows over a one-quarter rolling horizon and makes sure there is enough liquidity to ope- rate the business, while establishing the proper ratio of bank debt to capital market debt. Most medium- and long-term loans and outstanding bonds involve covenants; this aspect is monitored con- stantly by the chief financial officer, who also coordinates with management to gauge the likelihood of violations of the covenants as a result of the strategic, operational, compliance and financial risks mapped, using the enter- prise risk management system. Financial commitments are covered by funds confirmed by the banks, and unutilised credit facilities are available. Liquidity risk is managed prudently to avoid incurring excessive costs in the event of unforeseen events, which could have a further negative impact on market reputa- tion and financial viability. Maturities are broken down below on the basis of undi- scounted cash flows; the amounts shown take account of the first date on which payment can be requested. The assumptions underlying the maturity analysis are as follows: > For the future cash flows of medium- and long-term floating-rate payables, the forward rate curve at 31 De- cember has been used; > For the future cash flows of the fixed-rate bonds, the contractual flows have been used; > For derivatives, the analysis includes those represen- ting assets at 31 December, for which both outflows and inflows are shown, as their purpose is to hedge financial liabilities; > Amounts include cash flows from both the interest and the principal component. The method used to analyse and determine significant va- riables did not change since the previous year.
Page 194
387 386 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS NON DERIVATIVE FINANCIAL INSTRUMENTS Mortgages Bonds IFRS16 Total Total Payables vs related party Leasing Derivative on rate risk Short term credit lines Exposure at 31 December 2025 DERIVATIVE FINANCIAL INSTRUMENTS On sight 1 - 2 years3 -6 months > 5 years< 3 months 2 - 5 years6 months - 1 year Total LIABILITIES Maturity analysis at 31 December 2025 LIQUIDITY RISK NON DERIVATIVE FINANCIAL INSTRUMENTS Mortgages Bonds IFRS16 Total Total Payables vs related party Leasing Derivative on rate risk Short term credit lines Exposure at 31 December 2024 DERIVATIVE FINANCIAL INSTRUMENTS On sight 1,184 40 0 0 0 0 1.224 (314) (314) 909 1 - 2 years 54,442 460 20,087 580 0 0 75,569 864 864 76,432 3 -6 months 16,566 116 17,461 822 0 0 34,965 67 67 35,032 40,810 231 0 1,644 0 0 42,684 584 584 43,269 > 5 years 0 0 0 0 0 0 0 0 0 0 < 3 months 13,303 79 0 822 1,000 0 15,203 209 209 15,412 2 - 5 years 442,945 941 318,040 0 0 0 761,926 31 31 761,958 6 months - 1 year Total 569,249 1,867 355,587 3,868 1,000 0 931,571 1,441 1,441 933,012 LIABILITIES Maturity analysis at 31 December 2024 LIQUIDITY RISK 0 39 0 0 0 0 39 0 0 39 54,817 941 13,353 0 0 0 69,111 427 427 69,539 7,298 115 0 0 0 0 7,414 101 101 7,515 23,052 231 13,353 0 0 0 36,636 433 433 37,069 296,206 0 0 0 0 0 296,206 (730) (730) 295,476 15,883 77 0 580 0 10,594 27,134 417 417 27,551 220,154 0 340,056 0 0 0 560,210 (2,379) (2,379) 557,831 617,411 1,403 366,762 580 0 10,594 996,750 (1,731) (1,731) 995,019 The assumptions underlying the maturity analysis are as follows: > For the future cash flows of medium- and long-term floating-rate payables, the forward rate curve at 31 De- cember has been used; > For the future cash flows of the fixed-rate bonds, the contractual flows have been used; > For derivatives, the analysis includes those representing assets at 31 December 2025, for which both outflows and inflows are shown, as their purpose is to hedge financial liabilities. At the balance sheet date, derivatives of the “Cap” and “Collar” type have a negative Fair Value while those of the “IRS-Interest Rate Swap” type have a positive Fair Value; > Amounts include cash flows from both the interest and the principal component. The method used to analyse and determine significant va- riables did not change since the previous year. As of 31 December 2025, uncommitted credit facilities granted to the Group amount to €24.6 million, unused at that date. The committed facilities maturing on 31 December 2025, amount to €65 million, €50 million of which are granted by the parent company Coop Alleanza 3.0 and the re- mainder by the banking system. As of 31 December 2025, €10.5 million were used. The Company has existing derivative financial contracts such as “interest rate swaps” and “zero cost collars” ai- med at hedging the risk of interest rate fluctuations. The fair value of derivatives for which no active market exists recorded in the financial statements at a value determined with the support of management tools through quantita- tive market-based quantitative techniques, i.e. accredited pricing models based on parameters taken as of the indi- vidual measurement dates. This method therefore reflects a materiality of the input data consistent with Level 2 of the fair value hierarchy defined by IFRS 13: although quo- ted prices in active markets (Level 1) are not available for these instruments, it is possible to base measurements on data observable either directly or indirectly in the market. The contracts are detailed below: > NOTE 40) DERIVATIVE INSTRUMENTS 12/31/2024Fair value - Hierarchy Change Level12/31/2025 2 2 2,057 2,155 (1,575) (3,749) 482 (1,593) (98) 2,174 2,075 Derivative assets Derivative liabilties IRS net effect
Page 195
389 388 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS On 24 February 2026, IGD SIIQ S.p.A. signed a green se- cured loan agreement for an amount of €165 million with a pool of leading national and international banks and fi- nancial institutions which includes, as Mandated Lead Ar- rangers, Intesa Sanpaolo S.p.A. – IMI CIB Division (which also acts as Agent, Security Agent and Green Loan Coor- dinator), Banca Monte dei Paschi di Siena S.p.A., Banco BPM S.p.A., BNL BNP Paribas. The loan has a variable rate, a 6-year term and is clas- sified as green under the Company's "Green Financing Framework" as the net amount disbursed will be used pri- marily to fully repay the mortgage loan signed on 9 May 2023, which has an outstanding residual debt of approxi- mately €157 million. The loan will extend the Group’s average debt maturity to 5.5 years, shifting the first significant maturity to 2030. The new loan carries a margin 135 basis points lower than the existing loan and will therefore further reduce the Group’s average cost of debt, in line with the radical tran- sformation of its financial structure begun in 2025. * * * On 24 February 2026, the sale of the business unit relating to the Shopping Mall “Fonti del Corallo” Centre in Livorno was completed, in implementation of the commitments undertaken with BNP Paribas Real Estate Investment Ma- nagement Italy SGR p.A. (“BNP”), manager of the “Immo- biliare Negri” real estate fund, under the Framework Agre- ement of 13 February 2014 and the Preliminary Contract for the sale of the business unit signed on 27 June 2019. The sale was completed following IGD's exercise of its contractual right to terminate the Mall's lease early, as it was due to expire on 25 February 2026, and in accordan- ce with the provisions of the Preliminary Agreement, whi- ch established that the transfer would be completed by the lease termination date. > NOTE 41) POST-BALANCE SHEET EVENTS Facility B Facility B Facility B Facility B TOTAL COVERED TOTAL COVERED 04/04/2025 04/07/2025 04/15/2025 04/17/2025 08/07/2025 05/15/2023 08/07/2025 08/07/2025 08/07/2025 02/07/2031 05/10/2027 50,000,000 130,000,000 50,000,000 118,625,000 Amortizing Amortizing semiannual Quarterly 2.317 Euribor 3M +0,215 Floor 2,365 Cap 3,715 14,633,274 30,945,652 11,627,907 2,578,804 8,050,089 25,788,043 7,155,635 5,157,609 5,366,726 12,894,022 3,166,369 20,630,435 0 20,630,425 EURIBOR 6M EURIBOR 3M 02/07/2031 50,000,000 50,000,000 Amortizing semiannual 2.349 14,633,274 11,627,907 8,050,089 7,155,635 5,366,726 3,166,369 0EURIBOR 6M 02/07/2031 50,000,000 50,000,000 Amortizing semiannual 2.329 7,924,866 11,627,907 8,050,089 7,155,635 5,366,726 3,166,369 6,708,408EURIBOR 6M 02/07/2031 100,000,000 100,000,000 Amortizing semiannual 2.284 24,794,276 23,255,814 16,100,179 14,311,270 10,733,452 6,332,737 4,472,272EURIBOR 6M 250,000,000 130,000,000 250,000,000 118,625,000 Duration Duration Nominal amount at 12/31/2025 per single counterparty (€): Nominal amount at 12/31/2025 per single counterparty (€): Covered Facility Coverage subscription date 05/15/2023 Covered Facility Inception date Maturity Inception date Maturity Initial nominal amount (€) Initial nominal amount (€) Nominal amount at 12/31/2025 (€) INominal amount at 12/31/2025 (€) Intesa Sanpaolo S.p.A. Intesa Sanpaolo S.p.A. Banca Nazionale del Lavoro S.p.A. Banca Nazionale del Lavoro S.p.A. Banca Monte dei Paschi di Siena S.p.A. Banca Monte dei Paschi di Siena S.p.A. BPER Banca S.p.A. BPER Banca S.p.A. Banco BPM S.p.A. Banco BPM S.p.A. UniCredit S.p.A. UniCredit S.p.A. Deutsche Bank S.p.A. Deutsche Bank S.p.A. Type Type Frequency Frequency Customer rate (p.p.) Customer rate (p.p.) Bank rate Bank rate
Page 196
391 390 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS Financial instruments are initially measured at fair value, and are subsequently measured depending on their clas- sification, in accordance with IFRS 9. For this purpose, financial assets are split into four cate- gories: > Financial assets measured at fair value through profit and loss: at 31 December 2025, the Company had no fi- nancial instruments in this category; > Loans and receivables: in this category the Company has trade, financial and other receivables, and cash and deposits. They mature within 12 months and are therefore carried at face value (net of any impairment), which coin- cides with amortised cost; > Financial assets available for sale: the Company has no financial instruments in this category. There are only two categories of financial liability: > Financial liabilities measured at fair value through profit and loss. At 31 December 2025, the Company had no fi- nancial instruments in this category; > Financial liabilities measured at amortised cost. > Financial statements items The Company’s financial instruments are included in the statement of financial position as follows. The item “Other non-current assets” covers sundry recei- vables and other non-current assets, including derivative instruments. The item "Current assets" includes trade receivables, other current receivables, and cash and cash equivalents. “Cash and cash equivalents” include bank and post office de- posits and cash and valuables on hand. The other assets consist of investments outstanding at the balance sheet date. The item “Non-current liabilities” includes mortgage loans from banks, bond loans, derivatives, other payables and security deposits. The item “Current liabilities” covers short-term payables to banks, the current portion of me- dium/long-term loans, trade payables and other current payables. The items in the financial statements are classi- fied below according to the categories required by IFRS 9 at 31 December 2025 and 31 December 2024: > NOTE 43) IFRS 7 - “FINANCIAL INSTRUMENTS: DISCLOSURES” On 23 December 2015, the regional tax authorities of Emi- lia Romagna served IGD SIIQ S.p.A. with two assessments arguing that €240,625.00 in costs incurred in 2010 had been unduly deducted for IRES and IRAP purposes and that the corresponding €48,125.00 in V AT had been un- duly credited against V AT payable. The assessments re- sulted from a notification that the Ravenna provincial he- adquarters of the Italian Revenue Agency had received from the Sicilian regional headquarters, T ax Control Of- fice, which began by stating that the Sicilian authorities had served Coop Sicilia S.p.A. (having its head office in San Giovanni La Punta in the province of Catania) with an assessment based on the disallowance of costs incur- red for services that were deemed to lack sufficient docu- mentation. On that basis, the Sicilian office recommended that the Ravenna office disallow the portion of those co- sts that Coop Sicilia had charged to IGD SIIQ S.p.A. under a contract between the two companies. After reviewing the papers and looking into the matter carefully, the Com- pany, with the support of its advisors, concluded that the assessments are unfounded and filed settlement requests for both with the Emilia Romagna regional headquarters of the Italian Revenue Agency. During the subsequent debate phase, the company pre- sented its arguments against the assessments to the Emi- lia Romagna authorities, who decided to consider IGD's arguments regarding IRES and IRAP but to uphold the complaint regarding V AT . Nevertheless, as the deadline approached for contesting the two assessments and no reversal notice had been received from the Emilia Roma- gna regional headquarters of the Italian Revenue Agency, the Company decided to prevent them from becoming fi- nal and on 6 June 2016 filed a formal appeal against each of them with the Provincial T ax Commission of Bologna. On 30 November 2016, the Emilia Romagna regional au- thorities annulled the IRES assessment in full, while the IRAP/V AT assessment was annulled for the IRAP portion only and the V AT violation was confirmed. In session on 25 January 2017 , the Provincial T ax Commis- sion of Bologna sided with the Company: with decision no. 253/17 filed on 28 February 2017 it finally cleared the IRES and IRAP assessments, and with decision no. 254/17 , also filed on 28 February 2017 , it accepted IGD’s argumen- ts concerning V AT and annulled that assessment as well, a ruling that became final on 14 June 2018. For both proceedings, the Commission ordered the Italian Revenue Agency to reimburse IGD’s legal expenses in the amount of €6,000.00 total. On 29 September 2017 , the Emilia Romagna regional he- adquarters of the Italian Revenue Agency appealed the V AT decision (254/17) and on 28 November 2017 the Company filed its counterarguments against that appeal. On 9 January 2020, the Emilia Romagna regional head- quarters of the Italian Revenue Agency filed a statement of defence to rebut the Company’s counterarguments. With a decision filed on 23 November 2020, the Regional T ax Commission of Emilia Romagna confirmed the lower commission’s ruling, rejected the regional authorities’ ap- peal, and ordered the regional authorities to pay the costs of both levels of justice in the amount of €7 ,000.00 (reim- bursed in the first half of 2021). In May 2021, the Emilia Romagna regional authorities filed an appeal with the Court of Cassation and IGD SIIQ S.p.A. filed its response. See Note 29 for information on other tax litigation. > NOTE 42) TAX LITIGATION
Page 197
393 392 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 ASSETS Figures as of 31 December 2025 CARRYING VALUE CARRYING VALUE Receivables and loans Financial assets/ liabilities disegnated at fair value Financial assets/ liabilities measured at fair value held for negotiations Financial assets held to maturity Hedging derivatives of which current of which non-current Fair ValueT otalFinancial assets available for sale Financial liabilities at amortized costs IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS LIABILITIES Derivative assets Derivative liabilities Trade and other receivables vs related party Payables due to other source of finance Trade and other payables vs related party Sundry payables and other non current liabilities Equity Investments Non current financial assets Leasing Payables due to bank Cash and cash equivalents Financial receivables and other current financial assets vs related party Non current liabilities TOTAL FINANCIAL LIABILITIES Current liabilities Other non current assets Financial liabilities Trade and other receivables Bond Trade and other payables Sundry receivables and other non current assets Other current assets Loans Other current liabilities Sundry pyables and other n current liabilities vs related party Current assets TOTAL FINANCIAL ASSETS 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 - 118 219,726 250 289,055 0 0 0 0 0 0 0 0 0 0 0 0 1,101 3,558 53,153 6,731 4,418 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1,348 31 296,061 11,080 485,231 0 8,315 12,387 789 10,433 825,675 0 0 0 0 0 2,057 0 0 0 2,057 1,575 0 0 0 0 0 0 0 0 0 0 1,575 0 0 0 0 0 2,057 118 219,726 250 291,112 1,575 1,348 31 296,061 11,080 485,231 0 8,315 12,387 789 10,433 827,250 1,187 3,558 53,153 6,731 4,332 0 0 0 0 68,961 0 420 31 2,280 11,080 27,339 0 0 12,387 789 10,433 64,759 1,187 3,558 53,153 6,731 4,332 2,057 118 219,726 250 222,151 1,575 928 0 293,781 0 457,892 0 8,315 0 0 0 762,491 0 0 0 0 0 2,057 118 219,726 250 291,112 1,575 1,348 31 300,408 11,080 485,231 0 8,315 12,387 789 10,433 831,597 1,187 3,558 53,153 6,731 4,332
Page 198
395 394 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS ASSETS Figures as of 31 December 2024 CARRYING VALUE CARRYING VALUE Receivables and loans Financial assets/ liabilities disegnated at fair value Financial assets/ liabilities measured at fair value held for negotiations Financial assets held to maturity Hedging derivatives of which current of which non-current Fair ValueT otalFinancial assets available for sale Financial liabilities at amortized costs LIABILITIES Derivative assets Derivative liabilities Trade and other receivables vs related party Payables due to other source of finance Trade and other payables vs related party Sundry payables and other non current liabilities Equity Investments Non current financial assets Leasing Payables due to bank Cash and cash equivalents Financial receivables and other current financial assets vs related party Non current liabilities TOTAL FINANCIAL LIABILITIES Current liabilities Other non current assets Financial liabilities Trade and other receivables Bond Trade and other payables Sundry receivables and other non current assets Other current assets Loans Other current liabilities Sundry pyables and other n current liabilities vs related party Current assets TOTAL FINANCIAL ASSETS 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 2,155 110 222,486 0 313,521 0 0 0 0 0 0 0 0 0 0 0 0 1,827 1,209 75,947 2,289 7,498 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1,758 2,756 294,611 4,008 498,526 1,641 8,315 10,014 1,926 12,522 836,077 0 0 0 0 0 0 0 0 0 0 3,749 0 0 0 0 0 0 0 0 0 0 3,749 0 0 0 0 0 2,155 110 222,486 0 313,521 3,749 1,758 2,756 294,611 4,008 498,526 1,641 8,315 10,014 1,926 12,522 839,826 1,827 1,209 75,947 2,289 7,498 0 0 0 0 88,770 0 411 2,756 10,850 3,428 47,960 0 0 10,014 1,926 12,522 89,867 1,827 1,209 75,947 2,289 7,498 2,155 110 222,486 0 224,751 3,749 1,347 0 283,761 580 450,566 1,641 8,315 0 0 0 749,959 0 0 0 0 0 2,155 110 222,486 0 313,521 3,749 1,973 2,756 369,134 4,008 583,082 1,641 8,315 10,014 1,926 12,522 999,120 1,827 1,209 75,947 2,289 7,498
Page 199
397 396 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS For each financial instrument, both carrying value and fair value are indicated. The two values coincide for most instruments, as their maturity is short term. They differ for long-term instruments, such as mortgage loans, le- asing instalments and bonds. To calculate the fair value of liabilities measured at amortised cost, the Group has discounted future cash flows to present value using a ri- sk-free (zero coupon) curve estimated at 31 December, as reported by Bloomberg. The calculation takes account of the credit spread that banks would currently grant to the Company. The fair value of interest rate swaps for which no active market exists is determined according to mar- ket-based quantitative techniques, i.e. accredited pricing models based on parameters taken as of the individual measurement dates. This method therefore reflects a ma- teriality of the input data consistent with Level 2 of the fair value hierarchy defined by IFRS 13: although quoted prices in active markets (Level 1) are not available for the- se instruments, it is possible to base measurements on data observable either directly or indirectly in the market. The fair value of financial liabilities was calculated using the credit spread that banks would grant to the Company as of the measurement date. At 31 December 2025, the estimated credit spread was 5.7% (6% the previous year). > Collateral Below is a list of financial assets pledged as collateral for contingent liabilities. > Gains and losses from financial instruments The table below reports the gains and losses from finan- cial instruments held. These derive from securities tra- ding, the impairment of trade receivables, and hedging derivatives. For hedging derivatives, the table shows the amount of the differentials paid and collected. The effects relating to the change in the Fair Value of derivatives recorded in Net Equity in the Cash Flow Hedge reserve net of tax effects, in the 2025 financial year were positive for €3,010 thousand and in the 2024 financial year were negative for €5,861 thousand. The following table shows the impairment of trade receivables: Security deposits Sundry receivables and other assets 2025 Carrying value 2024 Collateral given 118 110 Opening balance at the beginning of the year Provisions for individual write-downs Utilization Other movements Total 2025 Impairment of trade receivables 2024 Impairment 9,067 13,267 536 1,117 (1,405) (5,317) 0 0 8,198 9,067 Net profit (loss) Net profit (loss) Financial assets / liabilities Financial assets / liabilities Total Total Trade and other receivables Trade and other receivables Financial assets / liabilities measured at fair value Financial assets / liabilities measured at fair value 0 0 0 0 0 0 Financial assets availble for sale Financial assets availble for sale 0 0 Receivables and loans Receivables and loans (1,117) (536) (1,117) (536) 0 0 Hedge derivatives Hedge derivatives 2,228 (1,188) 2,228 (1,188) Financial assets / liabilities measured at fair value held for negotiations Financial assets / liabilities measured at fair value held for negotiations 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Financial liabilities measured at amortizeed costs Financial liabilities measured at amortizeed costs 0 0 Financial assets held to maturity Financial assets held to maturity 31-Dec-24 31-dec-25 Income statement as of 12/31/2024 Income statement as of 12/31/2025 Carrying value Carrying value INCOME AND LOSS FROM FINANCIAL INSTRUMENTS INCOME AND LOSS FROM FINANCIAL INSTRUMENTS
Page 200
399 398 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 Interest income Interest income of financial assets not measured at fair value Deposits Receivables vs Related parties Interest expenses Interest expenses on financial assets not measured at fair value Security deposits Financial liabilities Leasing Bond Sundry payables and other liabilities Payables vs related parties Loans IFRS 16 Short-term loans The next table shows income and charges from financial assets and liabilities not measured at fair value: 5.7 / / Proposal for approval of the financial statements and distribution of dividends 2025 2024 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.6 NOTES TO THE FINANCIAL STATEMENTS IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.7 PROPOSAL FOR APPROVAL OF THE FINANCIAL STATEMENTS AND DISTRIBUTION OF DIVIDENDS 342 3,794 2025 2024 261 1,209 0 38,435 103 578 28,340 99 138 2,309 172 482 0 46,472 61 490 10,280 87
Page 201
401 400 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.8 MANAGEMENT AND COORDINATION 5.8 / / Management and coordination The Company is a subsidiary of Coop Alleanza 3.0 Soc. Coop. of Villanova di Castenaso (province of Bologna) and is under the management and coordination of the latter. Pursuant to Article 2497 bis (4) of the Italian Civil Code, key figures from the latest approved financial statements of Coop Alleanza 3.0 Soc. Coop. are presented below: IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.9 INFORMATION PURSUANT TO ART. 149 DUODECIES OF CONSOB’S REGULATIONS FOR ISSUERS 5.9 / / Information pursuant to Art. 149 duodecies of Consob’s regulations for issuers The following chart, prepared in accordance with Art. 149 duodecies of Consob’s Issuers’ Regulations, shows the fees pertaining to 2024 for external auditing and for services other than auditing rendered by the independent auditors or by entities in its network. Service provider(Amounts in thousands of Euro) Recipient Fees in 2025 Deloitte & Touche S.p.a. Deloitte & Touche S.p.a. Deloitte & Touche S.p.a. 124 22 115 261 IGD SIIQ S.p.A. IGD SIIQ S.p.A. IGD SIIQ S.p.A. Auditing Total Sustainability report auditing Issue of Bond 300ML FINANCIAL STATEMENT COOP ALLEANZA 3.0 BALANCE SHEET (ex art. 2424 C.C.) YEAR 2024 YEAR 2023 0 0 4,003,766,520 3,902,972,568 2,259,410,783 2,327,630,565 21,057,142 15,794,579 6,284,234,445 6,246,397,712 1,589,725,008 1,586,205,490 95,998,706 92,317,848 85,186,649 89,218,261 4,510,491,559 4,475,076,058 2,832,523 3,580,055 6,284,234,445 6,246,397,712 4,409,821,006 4,372,943,458 (4,502,628,050) (4,414,350,379) 121,765,190 93,308,198 (15,273,105) (16,956,121) (2,705,638) (14,932,297) 10,979,403 20,012,859 ASSETS LIABILITIES MEMORANDUM ACCOUNT INCOME STATEMENT (ex art. 2425 C.C.) Total Assets Total liabilities and net equity Profit (loss) for the period A) SUBSCRIBED CAPITAL UNPAID A) NET EQUITY A) VALUE OF PRODUCTION B) FIXED ASSETS B) GENERAL PROVISIONS B) COSTS OF PRODUCTION C) CURRENT ASSETS C) PROVISIONS FOR EMPLOYEES SEVERANCE INDEMNITIES C) FINANCIAL INCOME AND CHARGES D) ACCRUED INCOME AND PRE-PAYMENTS E) ACCRUED INCOME AND PRE-PAYMENTS E) EXTRAORDINARY INCOME AND CHARGES Income taxes for the period D) PAYABLES D) ADJUSTMENTS TO FINANCIAL ASSET VALUE
Page 202
403 402 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.10 CERTIFICATION OF THE SEPARATE FINANCIAL STATEMENTS 5.10 / / Certification of the separate financial statements CERTIFICATION OF THE SEPARATE FINANCIAL STATEMENTS PURSUANT TO ART. 81 TER OF THE CONSOB REGULATION ADOPTED WITH RESOLUTION 11971 OF 14 MAY 1999, AS AMENDED 1. We, the undersigned, Roberto Zoia as chief executive officer and Emanuela Caleffi as financial reporting officer of IGD SIIQ S.p.A., hereby declare, including in accordance with Art. 154 -bis (3) and (4) of Legislative Decree 58/98: • the adequacy of in relation to the characteristics of the business; and • the company’s due compliance with the administrative and accounting procedures for the preparation of the separate financial statements during the year 2025. 2. We also confirm that: 2.1. the separate financial statements: a) have been prepared in accordance with the applicable International Accounting Standards recognized by the European Union pursuant to Regulation 1606/2002/EC of the European Parliament and the Council of 19 July 2002; b) correspond to the ledgers and accounting entries; c) provide fair and truthful disclosure of the financial status and performance of the issuer; 2.2 the directors’ report contains a reliable analysis of the performance, results, and current situation of the issuer, along with a description of the main risks and uncertainties to which it is exposed. Bologna, 26 February 2026 Roberto Zoia Emanuela Caleffi Chief Executive Officer Financial Reporting Officer IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.11 ATTACHMENTS 5.11 / / Attachments CERTIFICATION PURSUANT TO ART. 16 OF CONSOB MARKET REGULATIONS (CONSOB RESOLUTION N. 20249/2017) IN ACCORDANCE WITH ART. 2.6.2 OF THE REGULATIONS FOR MARKETS ORGANIZED AND MANAGED BY BORSA ITALIANA S.P.A. Pursuant to Article 2.6.2 of the Regulations for Markets Organized and Managed by Borsa Italiana S.p.A., it is hereby declared that Immobiliare Grande Distribuzione SIIQ S.p.A., under the management and control of Coop Alleanza 3.0 S.c.a.r.l., meets the listing conditions stated in Art. 16 of Consob Market Regulations, adopted with Consob Resolution 20249 of 28 February 2017. 26 February 2026 For the Board of the Directors The Chairman of the Board of Directors Antonio Rizzi
Page 203
405 404 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.11 ATTACHMENTS Name Registered office Country Share capital Net result (€) > LIST OF EQUITY INVESTMENTS IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.11 ATTACHMENTS % held T otal assets T otal liabilities Value of productionCarrying valueNet equity (€) Control Imola (Bologna), via Amendola 129 Grosseto, via Equador Bologna, via dell’Arcoveggio 49/2 Bologna, via Trattati Comunitari Europei 1957 - 2007 Bologna, via Trattati Comunitari Europei 1957 - 2007 Isola D’Asti (Loc. Molini), via Prato Boschiero Forlì, piazzale della Cooperazione 4 Milano, via San Paolo 7 Milano, via Valtellina 15/17 Italy Italy Italy Italy Livorno, via Gino Garziani 6 Italy Italy Italy Italy Italy Italy 60,000,000 (euro) 1,500,000 (euro) 6,000 (euro) 0 (euro) 10,000 (euro) 10,000 (euro) 10,000 (euro) 64,165,000 (euro) 258,000,000 (euro) 50,000 (euro) (1,056,752) 20,690 0 (1,800) 0 0 0 4,853,102 15,456,294 (16,642) 51,810,884 1,612,905 5,998 0 10,387 10,000 10,000 74,560,000 271,344,529 118,003 Consorzio proprietari C.C. Fonti del Corallo (*) Consorzio Puntadiferro (*) Fondo Juice (**) Fondo Food (**) Alliance SIINQ S.r.l Consorzio I Bricchi (*) IGD Service S.r.l. Consorzio proprietari C.C. Leonardo (****) Arco Campus S.r.l. Consorzio proprietari del Compendio commerciale del Commendone (*) (*) Figures refer to the financial statement of the year ended 31 December 2024. (**) As described in Note 18 above IGD SIIQ holds 25,224 class B shares equal to 40% of the fund capital. (***) As described in Note 18 above IGD SIIQ holds 5,171 class B shares equal to 40% of the fund capital. (****) Figures refer to the financial statement of the year ended 31 December 2025. 100% 99,98% 72,25% 54,30% 31,60% 52,60% 62,34% 40%* 40%* 100% 114,743,673 109,759,782 57,948,898 27,727,398 1,506,779 3,406,191 1,793,286 261,994 4,334 212,090 206,092 639,574 0 424,380 424,380 1,921,031 6,800 513,970 503,583 456,044 6,040 468,445 458,445 1,668,070 6,234 545,505 535,505 2,419,293 22,817,000 80,470,063 122,177 139,240,0004 277,028,318 180,999 64,680,0005 5,683,789 62,996 8,565,418 17,843,757 16,642 4 Value of real estate investments held by Juice fund. 5 Value of bank debt. IGD SIIQ S,p,A, IGD SIIQ S,p,A, IGD SIIQ S,p,A, IGD SIIQ S,p,A, IGD SIIQ S,p,A, IGD SIIQ S,p,A, IGD SIIQ S,p,A, IGD SIIQ S,p,A, IGD SIIQ S,p,A, IGD SIIQ S,p,A,
Page 204
407 406 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.12 EXTERNAL AUDITORS’ REPORT 5.12 / / External Auditors’ Report IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.12 EXTERNAL AUDITORS’ REPORT
Page 205
409 408 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.12 EXTERNAL AUDITORS’ REPORT IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.12 EXTERNAL AUDITORS’ REPORT
Page 206
411 410 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.12 EXTERNAL AUDITORS’ REPORT IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.12 EXTERNAL AUDITORS’ REPORT
Page 207
413 412 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.12 EXTERNAL AUDITORS’ REPORT 5.13 / / Board of Statutory Auditors’ Report IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.13 BOARD OF STATUTORY AUDITORS’ REPORT
Page 208
415 414 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.13 BOARD OF STATUTORY AUDITORS’ REPORT IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.13 BOARD OF STATUTORY AUDITORS’ REPORT
Page 209
417 416 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.13 BOARD OF STATUTORY AUDITORS’ REPORT IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.13 BOARD OF STATUTORY AUDITORS’ REPORT
Page 210
419 418 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.13 BOARD OF STATUTORY AUDITORS’ REPORT IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.13 BOARD OF STATUTORY AUDITORS’ REPORT
Page 211
421 420 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.13 BOARD OF STATUTORY AUDITORS’ REPORT IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.13 BOARD OF STATUTORY AUDITORS’ REPORT
Page 212
423 422 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.13 BOARD OF STATUTORY AUDITORS’ REPORT IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.13 BOARD OF STATUTORY AUDITORS’ REPORT
Page 213
425 424 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.13 BOARD OF STATUTORY AUDITORS’ REPORT IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.13 BOARD OF STATUTORY AUDITORS’ REPORT
Page 214
427 426 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.13 BOARD OF STATUTORY AUDITORS’ REPORT IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.13 BOARD OF STATUTORY AUDITORS’ REPORT
Page 215
429 428 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.13 BOARD OF STATUTORY AUDITORS’ REPORT IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.13 BOARD OF STATUTORY AUDITORS’ REPORT
Page 216
431 430 5 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 5.13 BOARD OF STATUTORY AUDITORS’ REPORT IGD SIIQ S.P .A. SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 -
Page 217
432 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 / / GLOSSARY 6
Page 218
435 434 6 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 / / AGENCY MANAGEMENT Activities carried out for the identification of the T enant Mix and the negotiation of rental contracts for mall shops. / / SHOPPING CENTER Property consisting of a hypermarket and a mall, with shared infrastructure and service areas, within a covered, heated and air-conditioned area. / / A VERAGE COST OF DEBT The average cost of debt, without the recurring and non-recurring ancillary costs of financing, incurred by the Company to borrow capital. The calculation takes into account the ratio between the passive interests accrued in the reference period (on short-term loans, mortgages, unsecured loans, IRS differentials, bonds and financial charges on leasing) and the average nominal value of the long-term and short-term loans recorded at each quarter- ly closing and at the beginning of the financial year. / / ACTUAL A VERAGE COST OF DEBT The average cost of debt, considering the recurring and non-recurring ancillary costs of financing, incurred by the Company to borrow capital. The calculation takes into account the ratio between the passive interests accrued in the reference period (on short-term loans, mortgages, unsecured loans, IRS differentials, bonds and financial charges on leasing) and the average nominal value of the long-term and short-term loans recorded at each quarter- ly closing and at the beginning of the financial year. / / DIRECT COSTS Costs directly attributable to the shopping centres. / / DEVELOPMENT PIPELINE Program of investments in development. / / DIVIDEND YIELD The dividend yield, or dividend-price ratio, is the ratio between the last annual dividend per share paid to sha- reholders or announced and the closing price of a com- mon share for a year. / / EBIT (OPERATING PROFIT) EBIT , or Earnings before Interest and T axes, differs from EBITDA in that it includes information on amortisation, depreciation, changes in the fair value of properties held and provisions for risk. / / EBITDA (OVERALL AND CORE BUSINESS) EBITDA, or Earnings before Interest, T axes, Depreciation & Amortisation, is the most significant measure of the Company’s operating performance as it indicates ear- nings before interest payable, taxes, income/(loss) from equity investments, non-recurring transactions, amortisa- tion, depreciation, provisions, as well as impairment and fair value adjustments. Core business EBITDA refers to the core business included in the consolidated income state- ment, which does not include the results posted by the “Porta a Mare Project.” / / EBITDA MARGIN (OVERALL AND CORE BUSINESS) This indicator is calculated by dividing EBITDA by opera- ting income. / / EPRA European Public Real Estate Association. / / EPRA COST RATIOS These are ratios that aim to make the Group's significant structural and operating costs more comparable. They are calculated as a percentage of operating and general co- sts, net of management fees and other limited items not attributable to the company's core business, on gross ren- tal revenues. There are two EPRA Cost Ratios, one which includes and one which excludes direct vacancy costs. / / EPRA EARNINGS It is a measure of the Group’s operating performance net of fair value adjustments, gains and losses from the sale of investment property and a limited number of other items that are not considered to be part of the Group’s core business. / / EPRA NET INITIAL YIELD (NIY) EPRA NIY is a performance index which is calculated as the annualised rental income based on the cash rents at the end of the reporting period (including one-off and va- riable income), less non-recoverable property operating expenses, divided by the gross market value of real estate GLOSSARY - GLOSSARY - assets, net of development property. / / EPRA “TOPPED-UP” NIY The EPRA topped-up NIY is a performance index obtained by making an adjustment to the EPRA NIY with annua- lised and full-term rental income (including one-off and variable income), i.e. excluding unexpired lease incentives such as discounted rent periods and step rents. / / EPRA LOAN TO V ALUE It is a performance measure which shows the ratio of the net financial position (which includes financial debt for the headquarters lease and the balance between payables and receivables) to the market value of real estate assets. The calculation takes into account the net financial posi- tion and assets of the companies in which the Group has a significant interest. / / EPRA V ACANCY RATE The portfolio’s vacancy rate calculated as the ratio betwe- en the estimated market rental value (ERV) of the vacant premises and the ERV for the whole portfolio. Given the different characteristics of the portfolio and the Italian market with respect to the Romanian one, the vacancy rate was calculated separately by asset class and for the two countries. / / EARNINGS PER SHARE (EPS) Net profit divided by the average number of shares out- standing in the year. / / ESTIMATED RENTAL V ALUE (ERV) The estimated value of rent at market rates for leasable space, according to an independent appraisal based on similar properties in comparable areas. / / FACILITY MANAGEMENT Supply of specialised services to shopping centres such as security, cleaning and routine maintenance. / / FFO (CORE BUSINESS) FFO (Funds From Operations) is a performance index wi- dely used in real estate analysis (SIIQ and REITS). Core business FFO defines the flows generated by the Group’s recurring and core business and includes EBITDA, net financial management, equity investments/extraordi- nary operations and current taxes. These items are adju- sted by non-recurring items. / / FINANCIAL OCCUPANCY Calculated as the floor area rented at market rates as a percentage of the market rent of the total GLA. / / GEARING The gearing ratio reflects the total debt to total equity ratio, including non-controlling interests, and net of the cash flow hedge reserve. It measures the financial levera- ge, which demonstrates the degree to which a company’s operations are funded by own funds versus borrowings, and facilitates sector benchmark analysis. / / GROSS EXIT CAP RATE The terminal value of the gross revenue (rents, temporary and variable) of the last year of the DCF calculated as a percentage of the exit value. / / GROSS INITIAL YIELD The gross initial yield of an investment calculated as the annualised rental income used in the first year as part of the DCF (Discounted Cash Flow) model expressed as a percentage of the property’s fair value. / / MALL Property comprised of multiple stores plus the common spaces between them. / / GLA / GROSS LEASABLE AREA The total floor area designed for tenant occupancy. / / HEDGING The total amount of mortgage loans hedged with interest rate swaps and bonds divided by the total amount of mor- tgage loans and bonds. / / INTEREST COVER RATIO (ICR) Measure of the number of times EBITDA covers net inte- rest payable on debt. It is an indicator of the solvency and
Page 219
437 436 6 IGD SIIQ S.P .A. - ANNUAL REPORT 2025 debt capacity of the company. It is calculated by dividing EBITDA by the net financial expense. / / HYPERMARKET Property with a sales floor in excess of 2,500 sqm, used for the retail sale of food and non-food products. / / INTEREST RATE SWAP (IRS) Financial instrument whereby two parties agree to exchange a certain interest rate stream on a pre-establi- shed date. Used to convert floating rate debt into fixed rate debt. / / LIKE-FOR-LIKE PORTFOLIO Real estate assets held in the portfolio for the entire year and the entire prior year. / / LOAN TO V ALUE (L TV) Ratio between the net financial position (not including the lease for IGD’s headquarters) and the market value of real estate assets. / / MALL / SHOPPING MALL Common space shared by the tenants of the shopping centre. Usually called a “galleria” in Italian. / / GROSS MARGIN Margin expressed as revenue minus direct costs. / / MIDSIZE STORE A property with a sales floor area of 250 to 2,500 sqm used for the retail sale of non-food consumer goods. / / STORE Property for the retail sale of non-food consumer goods. / / NET ASSET V ALUE METRICS The main performance indicators that provide stakehol- ders with information about the fair value of the Com- pany’s assets and liabilities. / / NET REINSTATEMENT V ALUE (NRV) This scenario is intended to represent the value of net as- sets over the long term. It represents the repurchase va- lue of the Company, assuming the Company does not sell properties, And is calculated based on the equity attri- butable to the Group (as shown in the IFRS financial sta- tements), excluding the fair value of hedging derivatives and deferred taxes on the properties’ appraised market values and hedging derivatives. / / NET TANGIBLE ASSETS (NTA) The underlying assumption is that the Company buys and sells properties, which impacts on its deferred tax liability. It represents a scenario in which a few properties could be sold. Unlike NRV , the goodwill and the intangible assets included in the financial statements are not part of the equity attributable to the Group. / / NET DISPOSAL V ALUE (NDV) It represents the stakeholders’ value under a company di- sposal scenario, where deferred tax, financial instruments and certain other adjustments are calculated to the full extent of their liability, net of any resulting tax. In this di- sposal scenario, goodwill is excluded from the Group’s portion of equity, while the fair value of debt is included. / / NET ASSET V ALUE (NA V) AND TRIPLE NET ASSET V ALUE (NNNA V) The equity pertaining to the Group, calculated based on EPRA indications which call for a few adjustments. Certain items are excluded from the NA V calculation for lack of relevance in a business model with a long-term view like the Group’s. NNNA V provides more relevant in- formation about the fair value of assets and liabilities. In particular, NA V is adjusted to take into account the fair value of (i) hedges, (ii) debt and (iii) deferred taxes. It represents the equity pertaining to the Group including in the calculation the fair value of the main assets and lia- bilities that are not included in the EPRA NA V , namely (i) hedges, (ii) debt and (iii) deferred taxes. / / OVER-RENTED Space that is leased for an amount higher than its ERV . / / REAL ESTATE ASSETS The Group’s freehold properties. GLOSSARY - / / REAL ESTATE PORTFOLIO The portfolio of freehold and leasehold properties rented out and managed by Gruppo IGD. / / NET DEBT / NET FINANCIAL POSITION Net debt/net financial position is a financial structure in- dicator and consists of long-term debt, short-term debt and the current portion of long-term debt included in “Non-current and current financial liabilities (to third par- ties and related parties)”, net of “Cash and cash equiva- lents”, “Non-current financial assets” and “Financial re- ceivables and other current financial assets (from third parties and related parties).” / / PRE-LET Lease agreement signed by a tenant before the develop- ment of the property has been completed. / / REIT Real Estate Investment Trust. Cf. Comparable to a SIIQ in Italy. / / INITIAL YIELD The annualised rental income from a property as a per- centage of its valuation at the time of purchase. / / RETAIL PARK Group of three or more complexes with a combined area of more than 4,500 sqm and shared parking. / / REVERSIONARY POTENTIAL YIELD The net annualised rent that a property would generate if it were fully let at going market rates, as a percentage of the property’s value. / / LIKE FOR LIKE REVENUE Revenue from rental activities of the assets held in the portfolio for the entire period of the current and prior year. They are separately calculated for Italy and Romania portfolios and do not include: > Revenue from assets that have been acquired, sold or subject to remodelling and therefore they have not gene- rated any income in the period; > Unrealised revenue from instrumental vacancy due to different reasons (i.e. works carried out to create new layouts); > Exceptional and one-off revenue which would make the comparison less reliable. / / SIIQ Società di Investimento Immobiliare Quotata. Real estate investment model comparable to a REIT . SIIQ rules allow income tax exemptions for listed public companies whose “prevalent” activity is the rental of properties and equiva- lent activities, provided they meet a series of earnings and balance sheet requirements. / / SUPERMARKET A property with a sales floor area of 250 to 2,500 sqm used for the retail sale of food and non-food products. / / GROSS LEASABLE AREA The total floor area designed for tenant occupancy inclu- ding outside walls. / / GENERAL EXPENSES/OVERHEAD Undivided costs, not attributable to individual shopping centres, i.e. corporate costs. / / OCCUPANCY RATE Gross let surface area as a percentage of the properties’ total surface area. / / TENANT MIX Set of store operators and brands within a mall. / / UNDER-RENTED Space that is leased for an amount lower than its ERV . / / WEIGHTED A VERAGE COST OF CAPITAL (WACC) The weighted average cost of debt and notional risk capi- tal, used to calculate the expected return on investments. GLOSSARY -
Page 221
info@gruppoigd.it +39 051 509111 Via Trattati Comunitari Europei 1957-2007 , n. 13 40127 Bologna www.gruppoigd.it