IBERSOL | Integrated Management Report 2022
CORPORATE GOVERNANCE REPORT Annex A INTERNAL PROCEDURE REGARDING TRANSACTIONS WITH RELATED PARTIES 1. FRAMEWORK Ibersol, SGPS SA, a publicly listed company (“Company”) has approved and has in practice, since 2010, a specific procedure in relation to transactions with related parties, approved by the Board of Directors and the Statutory Audit Committee, which aim to materialize the objectives now pursued by Law 50/2020, which, as of August 26, made the conditions for the control and disclosure of these transactions mandatory, without prejudice to the autonomy of the tax law provisions on transfer pricing. The procedure instituted at Ibersol aims to ensure that transactions with related parties are carried out: 1) within the scope of its current activity and under market conditions, in compliance with legal requirements, being disclosed in a transparent manner and, 2)in order to guarantee the protection of minority shareholders, being transactions of which benefit all shareholders in a balanced and equitable manner. 2. PURPOSE AND SCOPE OF THIS PROCEDURE 2.1 The internal procedures applicable to Transactions with Related Parties are established, under the terms of the applicable legislation of Articles 249-A to 249-D of the Securities Code and Article 397 of the Commercial Companies Code, the IAS 24 relevant forecasts in this regard, and Chapter I.5 of the IPCG 2020 Corporate Governance Code. 2.2. Typology of transactions in this scope: *a) Transactions to be carried out between Ibersol, SGPS S.A. (“ Company ”) on one hand, and a Related Party of the Company 1 ( Related Party ) on the other; *b) Transactions to be carried out between a Related Party of the Company and a Subsidiary 2 of the Company for an amount equal to or great- er than 2.5% of the Consolidated Asset of the Company 3 (“ Subsidiary Transactions ”). 1. The term “ Related Party ” has the meaning established in paragraph 9 of IAS 24 - according to Annex I which contains a list that summarizes the criteria here relevant for the identification of related parties. 2. “ Subsidiary ” means an entity over which the Company has a dominant influence under the terms of Article 21 of the Portuguese Securities Code. 3. “ Consolidated Company Assets ” means the value of the Company’s assets in accordance with the most recent audited consolidated accounts, as publicly disclosed. * the value of 2.5% applies in both cases. 368
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