Corporate Governance

Paolo Luccini, at the Admission Document Date, serves as Chairman of the Board of Directors of the Issuer and Chief Executive Officer vested with the broadest powers of ordinary and extraordinary administration. In 1993, he graduated in Economics and Business with a business specialisation at the University of Parma and immediately after graduation he started to work at an accounting firm located in Carrara. In 1995, he founded MGA, originally holding the position of sole director and the role of technical director. Over his 25-years-long career, he has gained solid experience in managing and running projects generated by the award of public and private contracts concerning ordinary and extraordinary maintenance works for road and motorway arteries, holding the role of technical director and liaising with major customers such as Autostrada dei Fiori S.p.A., Salt S.p.A., Autocamionale della Cisa S.p.A. and Autostrade per l'Italia S.p.A. In 2021, he founded the holding company Reway Group, in which he conferred, together with the other two family members Alex Luccini and Maryna Syvtsova, the investments held in the three companies MGA, SOTECO and TLS, which constitute, at the Admission Document Date, the Reway Group.

Francesco dell’Elmo, at the Admission Document Date, holds the role of Non-Executive Vice-Chairman of the Board of Directors of the Issuer. In 1997, he obtained a degree in Economics from the University of Bari. Since 2008, he has been registered in the Certified Public Accountants Register of Milan, as well as in the Auditors Register. He has gained many years of experience in the field of finance and strategic consulting, holding management roles in leading banking institutions such as Intesa Sanpaolo S.p.A. from 2000 to 2006 as director of the Equity Capital Markets and Merger & Acquisition Department, UBS AG from 2006 to 2012 as director, and Credit Suisse AG from 2012 to 2014 as executive director. At the Admission Document Date, he serves as Chairman of Kayak Finance SA, with registered office in Geneva (Switzerland), and Chief Executive Officer of Nickel and Co (Suisse) SA, with registered office in Geneva (Switzerland).

Alex Luccini, at the Admission Document Date, holds the role of Director on the Board of Directors of the Issuer. In 2009, he earned a diploma in surveying at the Istituto Tecnico Statale per Geometri “P. Belmesseri” in Pontremoli. At the Admission Document Date, he holds the position of sole director of SOTECO, of which he was also the founder and majority shareholder until he conferred his shareholdings in the Issuer. Over his more than 10 years-long career, he has acquired extensive experience in the technical-economic management of projects generated by the award of public and private contracts concerning ordinary and extraordinary maintenance works for road and motorway arteries, holding the role of technical director, with responsibility for contractual relations with customers and with other personnel involved thereto, such as the works manager, the operations manager and the site inspector.

Maryna Syvtsova, at the Admission Document Date, holds the position of Director on the Board of Directors of the Issuer. In 2005, she graduated in Scenography from Kiev University (Ukraine). From 2012 to 2018, she held the role of sole director in TLS, of which she was also the majority shareholder until she conferred her shareholdings in the Issuer.

Galliano di Marco, at the Admission Document Date, holds the position of Director on the Board of Directors of the Issuer. In 1984, he graduated in Civil Engineering from Sapienza University of Rome. For about twenty years, he worked in the Atlantia Group, one of the largest operators of toll roads and airports in the world, holding various top management roles in several companies of the group both in Italy and abroad. From 2007 to 2010, he held the role of senior partner and Chief Investment Officer in F2i-Fondi Italiani per le Infrastrutture, which is one of the largest European investment funds dedicated to infrastructures and networks. From 2012 to 2016, he was President of the Ravenna Port Authority. From 2016 to July 2022, he held positions on the board of directors of several companies also operating in the road infrastructure sector, including Autovia Padania S.p.A., of which, at the Admission Document Date, he is Chairman of the Board of Directors. Lastly, since July 2022 he also serves as Chief Executive Officer of Fiumicino Waterfront S.r.l.

Federico Della Gatta is a member of the Board of Directors and Chief Financial Officer of the Issuer. In 2017, he graduated in Business Administration and Management from Bocconi University of Milan. In 2017, he earned a master's degree in Global Commerce from the University of Virginia (USA) and in 2018, he obtained a master's degree in Global Strategic Management from ESADE Business School in Barcelona. After a brief period at Johnson & Johnson Medical, in November 2021 he joined the management of the Reway Group as Chief Financial Officer of the Issuer.

Giuseppe Vegas, at the Admission Document Date, is an Independent Director within the Board of Directors of the Issuer. In 1973, he earned a degree in Law from the University of Milan. In 1978, after success in a public competition, he became a managerial career development official for the Senate of the Italian Republic. In 1995, he was appointed Undersecretary of State, first at the Ministry of Finance and later at the Ministry of the Treasury. From 1996 and later in 2001 and 2006, he was elected to the Senate of the Republic and in 2008, he was elected to the Chamber of Deputies. From 2001 to 2006, he was appointed, first, Undersecretary and, then, Deputy Minister at the Italian Ministry of Economy and these positions were also held from 2008 to 2010. In December 2010, he was appointed Chairman of Consob and held that office until December 2017. At the Admission Document Date, he is visiting professor at the Economics Faculty of Cattolica del Sacro Cuore University of Milan. He is a freelance journalist for national economics newspapers and the author of a large number of scientific publications on public spending and financial markets with a focus on fintech.

Stefano Lunardi, at the Admission Document Date, is Chairman of the Board of Statutory Auditors of the Issuer. In 1997, he graduated in Economics from the University of Genoa. Since 1999, he has been registered in the Certified Public Accountants Register of Genoa, as well as in the Auditors Register. Since 2008, he has been enrolled with the Rolls of Technical Consultants of the Court of Genoa. Since 1997, he has been carrying out freelance activities relating to corporate, accounting and tax matters at the Studio Lunardi & Dupont in Genoa, where he has been a partner since 2003. At the Studio Lunardi & Dupont, he specifically deals with support within ordinary and extraordinary transactions for medium-sized and large corporations. He serves as Independent Director at various listed companies and as Chairman of the Board of Statutory Auditors or Regular Auditor at medium-sized and large corporations.

Barbara Alemanni, at the Admission Document Date, is a Regular Auditor of the Board of Statutory Auditors of the Issuer. In 1984, she graduated in Economics from Bocconi University of Milan. Since 2005, she has held the position of full professor of Economics of Financial Intermediaries at the University of Genoa and is President of the Bequests Committee of the same university. Since 2005, she has been visiting professor at L. Bocconi University of Milan. Since 2017, she has been a member of Consob’s fintech working group and an Independent Director and member of Borsa Italiana’s Appointments Committee. She is an independent director in various medium and large companies and, since 2013, has been a scientific advisor on supplementary pension issues at Mefop S.p.A., a company set up by the Italian Ministry of Economy and Finance for the development of the pension funds market.

Mauro Zavani, at the Admission Document Date, is a Regular Auditor of the Board of Statutory Auditors of the Issuer. In 1980, he graduated in Economics from the University of Pisa. Since 1992, he has been registered in the Certified Public Accountants Register of Massa Carrara, as well as in the Auditors Register. From 2003 to 2022, he held the position of full professor in Business Economics at the University of Modena and Reggio Emilia, Marco Biagi Economics Department. Since September 2022, he has been working as a freelancer. During his academic career, he has dealt mainly with issues concerning companies’ ability to exploit the opportunities offered by technology so that they can adapt flexibly to market changes. In addition, his research has focused on issues relating to ethics and social responsibility in companies and those relating to social and sustainability reports.

Stefano Montanari, at the Admission Document Date, is an Alternate Auditor of the Board of Statutory Auditors of the Issuer. In 1995, he graduated in Economics from the University of Modena and Reggio Emilia. In 2000, he earned a PhD in Business Economics from Ca' Foscari University of Venice. In 2005, he joined the Marco Biagi Economics Department at the University of Modena and Reggio Emilia as a researcher in Business Economics. Since 2017, he has held the position of associate professor in Business Economics, Financial Statements and IAS/IFRS and Company Valuation again at the University of Modena and Reggio Emilia. Since 2001, he has been registered in the Certified Public Accountants Register of Reggio Emilia, and since 2002 in the Auditors Register. He carries out freelance activities at Studio Montanari e Ferrarini in Scandiano (Reggio Emilia) where he is a partner.

Sergio Vento, at the Admission Document Date, serves as Alternate Auditor of the Board of Statutory Auditors of the Issuer. In 1992, he graduated in Economics from the University of Pisa. Since 1995, he has been registered in the Certified Public Accountants Register of Pisa, and since 1999 in the Auditors Register. He carries out freelance activities at the Studio Della Santina Giglioli & Associati in Pisa, where he is a partner. Since 1995, he has worked with the Court of Pisa with the roles of trustee in bankruptcy, official receiver and expert witness. He serves as statutory and independent auditor in various companies.