AUTHORISATION FOR THE BUYBACK AND DISPOSAL OF COMPANY SHARES

Iervolino and Lady Bacardi Entertainment (“ILBE” or “the Company”), an Italian company specialised in the production of cinematographic and television content listed on the Euronext Growth Milan market of Borsa Italiana, announces that today’s Shareholders’ Meeting discussed and approved the authorisation effective from 2 January 2022 to buy back and dispose of company shares pursuant to articles 2357 and 2357-ter of the Italian Civil Code. The main characteristics of the buyback programme are outlined below:

Proposal for the authorisation of a buyback plan

The authorisation to purchase and dispose of own shares is based on the opportunity to grant the Board of Directors the right to purchase and dispose of own shares in compliance with the provisions of current EU and national laws (including Regulation (EU) 596/2014 and Delegated Regulation (EU) 1052/2016), for the following purposes:

  • As consideration for extraordinary transactions – including exchanges of shareholdings – with other parties in transactions of interest to the Company.
  • As part of share-based incentive plans that provide for the allocation of purchase options or the free allocation of shares to directors, employees and contractors of ILBE or of companies controlled thereby.
  • To intervene on the market in support of the security’s liquidity in compliance with current provisions, without prejudice to the equal treatment of shareholders, in order to facilitate the regular conduct of trading and avoid price fluctuations that are not in line with market trends, and furthermore to allow a market maker/liquidity provider to purchase and dispose of the shares, including on a French market or a French multilateral trading system.

And in any case for the purposes permitted by current regulatory provisions, including those contemplated by Regulation (EU) 596/2014, as well as, where applicable, by market practices accepted by Consob and/or by the Autorité des Marchés Financiers (AMF), i.e. the French market supervisory authority.

The buyback plan will be effective from 2 January 2022, and consequently the authorisation to purchase own shares will have a duration of 16 months from that date.

The other characteristics of the buyback programme approved today are as follows:

(i) one or more purchases, exercisable at any time, with purchase transactions up to the maximum allowed pursuant to art. 2357, paragraph 1 of the Italian Civil Code, i.e. within the limits of distributable profits and available reserves resulting from the last approved financial statements; (ii) disposal of the shares in one or more transactions, even before having exhausted the quantity of own shares that can be purchased and taking into account the provisions of art. 2357-ter, paragraph 1 of the Italian Civil Code; (iii) disposal of own shares without time limits.

The purchase transactions shall be carried out on the market in compliance with the MAR, Regulation (EU) 2016/1052, Consob guidelines and, where applicable, the regulations and guidelines existing in other markets or multilateral trading facilities where the Company’s ordinary shares are traded.

The programme for the purchase of own shares has been allocated total funds for a maximum of €10,000,000, to be used in any case within the limits envisaged by the applicable law.

The unit consideration for the purchase of the shares shall be established from time to time for each individual transaction, having regard to the method chosen for executing the transaction and in compliance with the legal and regulatory requirements, as well as the market practices in force from time to time.

Disposals of own shares in cash will be made at the price resulting from the last open trading day or the best purchase proposal received.

If the own shares are the object of an exchange, contribution or any other disposition other than in cash, the economic terms of the transaction shall be determined on the basis of the nature and characteristics of the operation, also taking into account the market performance of ILBE stocks.

Finally, note that the Company does not currently hold any own shares.

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