Frontespizio

Datalogic Confidential Internal

INDEX
1. INTRODUCTION
2. DEFINITIONS
3. COMMITTEE FOR TRANSACTIONS WITH RELATED PARTIES
4. ALTERNATIVE CONTROLS
5. SCOPE OF APPLICATION
6. EXEMPTIONS
7. APPLICABILITY OF TRP PROCEDURE
8. MOST SIGNIFICANT TRPs
9. LEAST SIGNIFICANT TRPs
10. FRAMEWORK RESOLUTIONS
11. TRP IN THE EVENT OF URGENCY
12. TRP IN THE EVENT OF URGENCY CONNECTED TO BUSINESS CRISIS EVENTS
13. TRP INFORMATION
14. RELATED PARTIES DATABASE
15. AMENDMENT OF TRP PROCEDURE
16. COORDINATION WITH ADMINISTRATIVE AND ACCOUNTING PROCEDURES
17. BOARD OF AUDITORS
18. ENTRY INTO FORCE

Datalogic Confidential Internal

1. INTRODUCTION
In accordance with and for the effects of Article 2391-bis of the Italian Civil Code and the“Regulation on Transactions with Related Parties” adopted by Consob by resolution no.
17221/2010, as subsequently amended and integrated (hereafter “TRP Regulation”), andtaking account of the indications provided by the Supervisory Authority itself incommunication no. DEM/10078683 of September 2010 (hereafter “Consob Communication”),
Datalogic S.p.A. (hereafter also the “Datalogic” or “Company”) has adopted this procedure(hereafter “TRP Procedure”) with a view to regulate transactions with related parties1.

2. DEFINITIONSIn accordance with and for the effects of the TRP Procedure, the following definitions shallapply:
Conditions equivalent to market or standard conditions: conditions similar to those usuallyapplied to subjects not qualifying as related parties of Datalogic for operations of acorresponding nature, entity and risk, or based on regulated tariffs or imposed prices orapplied to subjects with whom the Company (or companies controlled by it) is obliged by law
to contract at a determined price. In particular, "standard" conditions are those established byindependent authorities and in any case not modifiable (public and mercurial offers, to whichinternal price lists based on documented and verifiable benchmark procedures are equated forthese purposes). Market conditions are presumed to be those applied as a result of acompetitive procedure (purchase or sale) carried out by Datalogic in compliance with its own
corporate procedures;
Directors involved in the Transaction: the directors who have in the transaction from time totime relevant an interest, on their own behalf or on behalf of third parties, in conflict with thatof Datalogic;
Independent Directors: the directors who meet the independence requirements pursuant to
the TUF and the Corporate Governance Code for Listed Companies approved by the Corporate
Governance Committee and most recently published in January 2020, to which the Company
has declared its adherence;
Least significant Transactions with Related Parties (or Least significant TRPs): Transactions
with Related Parties that are not qualified as Most significant Transactions with Related Parties
or as Transactions with Related Parties of Small Amount referred to herein;
Most significant Transactions with Related Parties (Most significant TRPs): Transactions withRelated Parties that exceed the thresholds of quantitative importance indicated in the Annex 3- TRP Regulation;

1 On 4 November 2010, the Board of Directors of Datalogic. S.p.A. adopted, in accordance with the above-mentioned regulation,

the Transactions with Related Parties Procedure. On 24 July 2015 and on 23 June 2021 the board of directors made someamendments to the same, in the terms lastly set out in this TRP Procedure.

Datalogic Confidential InternalOrdinary Transactions: transactions that fall within the ordinary exercise of Datalogic's
operational activity or financial activity related to it, as well as all other management activities
not classifiable as investment or financial activity under the terms set out in the Consob
Communication2;
Related Parties: parties defined as such by the international accounting standards adopted inaccordance with the procedure set out in Article 6 of Regulation (EC) No. 1606/2002.
Therefore, a related party is a person or entity that is related to the entity that prepares thefinancial statements (i.e., the Company). An individual is a related party of Datalogic:
a. in the case of an individual or an immediate family member of that individual, if that
individual:(i) exercises control or joint control over Datalogic;(ii) has significant influence over Datalogic; or(iii) is a key executive officer of Datalogic or a parent of Datalogic.
b. in the case of an entity, if any of the following conditions apply:(i) the entity and Datalogic are part of the same group;(ii) the entity is an affiliate of Datalogic;(iii) the entity is a joint venture in which Datalogic participates;(iv) the entity is an affiliate or joint venture that is part of a group in which Datalogic
participates;(v) the entity is a joint venture of a third party and Datalogic is an affiliate of such third
party;(vi) the entity is represented by a post-employment benefit plan for the benefit of
employees of Datalogic or a related party of Datalogic;(vii) the entity is controlled or jointly controlled by a person identified in subparagraph a.;(viii) a person identified in a. (i) has significant influence over the entity or is a key managerof the entity or a parent of the entity.
For the purposes of this definition: (i) an affiliate includes the subsidiaries of the affiliate and a
joint venture includes the subsidiaries of the joint venture; and (ii) the terms "control," "joint
control," "key management personnel," "significant influence," "subsidiary," " affiliate," "joint
venture" and "close family members" are those referred to or set forth in the Appendix to the
TRP Rules;
Transactions with Related Parties (TRP): transactions defined as such by the international
accounting standards adopted according to the procedure described in Article 6 of EC
Regulation 1606/2002 and, therefore, any transfer of resources, services or obligations
2 We refer, in that regard, to the Consob Communication - paragraph 3.

Datalogic Confidential Internalbetween Related Parties, irrespective of whether or not a fee has been agreed. The following
are considered, in any case, to be included:(i) mergers, demergers by incorporation or demerger in strictly non-proportional sense,
where implemented with Related Parties;(ii) any decision relating to the allocation of remuneration and economic benefits, in any
form, to members of the management and audit bodies and to managers withstrategic responsibilities;(iii) any review of contractual agreements that involves a transfer of utility or allocation of
economic benefits to one of the parties to the agreement.
Transactions with Related Parties of Small Amount (or TRPs of Small Amount): TRPs which,taken individually, have a value of no more than Euros 200,000.00, if the Related Party is anatural person (including professional associations in which the Related Party has asignificant influence or companies controlled by the same) or no more than Euros
300,000.00, if the Related Party is a party other than a natural person;
TUF: the Legislative Decree No. 58 of 24 February 1998 (Consolidated Law on Finance) as
subsequently amended and supplemented;
Unrelated Directors: the directors other than the counterparty of a given TRP and thecounterparty's related parties;
Unrelated shareholders: all entities, even other than shareholders, with the right to vote in the
Shareholders' Meeting of Datalogic S.p.A. and that (i) are not the counterparty of thetransaction and (ii) are not simultaneously related to that counterparty and to Datalogic.

3. COMMITTEE FOR TRANSACTIONS WITH RELATED PARTIESThe Board of Directors of the Company establishes within it:- a committee for Least significant transactions with Related Parties (“Least significant TRP
Committee”), made up of Unrelated and non-executive Directors, with the majority being
independent3 (except as provided by paragraph 4 below “Alternative Controls”) and- a committee for Most significant Transactions with Related Parties (“Most significant TRP
Committee”), made up of Unrelated and Independent Directors (except as provided byparagraph 4 below “Alternative Controls”),
or-a single committee both for Transactions with Related Parties of both Most significant
TRPs and Least significant TRPs (“TRP Committee”), made up of Unrelated andIndependent Directors (except as provided by paragraph 4 below “Alternative Controls”).

In the event of termination, for any reason, from the role as member of the Least significant
TRP Committee, the Most significant TRP Committee or the TRP Committee, the Board of

3 The Least significant TRP Committee may also be constituted by only two Directors, provided that both are unrelated andindependent.

Datalogic Confidential InternalDirectors of the Company, at its next meeting, will proceed to replace the terminated member.
Pending that action, the alternative controls referred to herein will apply.
The Board of Directors may resolve to attribute the duties of the Least significant TRP
Committee, the Most significant TRP Committee or the TRP Committee to board committees
already established within the Board of Directors provided that the requirements relating to
the composition of those board committees are respected.
The members of the Board of Auditors of the Company are invited to attend the meetings ofthe above-mentioned committees with powers in relation to TRP.

4. ALTERNATIVE CONTROLS
Where the Least significant TRP Committee, the Most significant TRP Committee or the TRP
Committee do not meet the minimum requirements set out in Article 3 above and it is notpossible to integrate these committees with the other directors in office in order to comply
with the composition set out in Article 3 of the TRP Procedure both the Least significant TRPs
and the Most significant TRPs are approved subject to the opinion of an independent expert
appointed by the relevant body (or by the designated person by the latter) that is responsible
for resolving upon the Transaction with Related Parties
The above-mentioned Alternative Controls hold the same duties and same prerogatives as thecommittee they represent, for, precisely, an alternative control on the occurrence of theaforementioned factual circumstances.

5. SCOPE OF APPLICATIONThis TRP procedure is applied to TRPs implemented by Datalogic S.p.A.
As regards, on the other hand, TRPs implemented by companies controlled by Datalogic S.p.A.,
without prejudice to the legal jurisdiction in relation to approval of the transaction, the same
must be authorised in advance by the relevant corporate bodies of Datalogic S.p.A., in
accordance with what is established in this TRP procedure.

6. EXEMPTIONS
Without prejudice, where applicable, to the TRP Information referred to herein (Article 13)4,
the TRP procedure does not apply:
1. to transactions resolved by Datalogic addressed to all shareholders on equal terms, suchas, by way of example▪ pre-emptive capital increases, also to serve convertible bonds, and free capitalincreases as provided for by Article 2442 of the Italian Civil Code;▪ spin-offs, total or partial, with proportional share allocation criteria;
4 In that regard, reference is made to the TRP Regulation - Articles 5 (Paragraphs 1, 2 and 8), 6, 11 (Paragraphs 4 and 5), 12(Paragraph 2), 13 (Paragraphs 3, 4, 5 and 6) and 14 (Paragraph 2).

Datalogic Confidential Internal▪

capital reductions by means of reimbursement to the shareholders pursuant to
Article 2445 of the Italian Civil Code and the purchase of own shares pursuant to
Article 132 of the TUF.
2. to the Shareholders' Meeting resolutions referred to in Article 2389, Paragraph 1 of the
Italian Civil Code, relating to fees due to members of the Board of Directors and the
Executive Committee (where established);
3. to resolutions in relation to the remuneration of directors invested with particular roles
falling within the overall amount resolved in advance by the Shareholders' Meeting inaccordance with Article 2389, Paragraph 3 of the Italian Civil Code;
4. to resolutions in relation to the remuneration (i) of the directors invested with particularroles other than those set out in points 1 and 2 above, as well as (ii) the other managers
with strategic responsibilities, provided that:▪ Datalogic has adopted a remuneration policy approved by Datalogic Shareholders’meeting▪ in defining the remuneration policy, a committee made up exclusively of nonexecutive directors, with the majority being independent, has been involved;▪ the assigned remuneration identified in accordance with that policy and quantified
on the basis of criteria that do not involve discretionary assessments;
5. to remuneration plans based upon financial instruments approved by the Shareholders'Meeting in accordance with Article 114-bis of the TUF and their enactment;
6. to the Shareholders' Meeting resolutions referred to in Article 2402 of the Italian Civil
Code, relating to fees due to the Board of Auditors;
7. to the TRPs of Small Amounts;
8. to Ordinary Transactions concluded at Conditions equivalent to market or standard
conditions;
9. to transactions to be implemented based upon instructions for the purposes of stability
imparted by the Supervisory Authority, or based upon provisions issued by the parent
company for the implementation of instructions imparted by the Supervisory Authority inthe interest of the group's stability;
10. to transactions with or between the subsidiaries, even jointly, as well as transactions withaffiliate, where, in the subsidiary or affiliate companies that are counterparties of thetransaction, there are no significant interests of other parties related to Datalogic5;
11. to individual transactions concluded in implementation of the framework resolutions
referred to herein, within the terms set out in Article 10 of the TRP procedure;
12. to TRPs in the case of urgency referred to herein, within the terms set out in Article 11 of
this TRP procedure;
13. to TRPs in the case of urgency connected to business crisis events, within the terms set
out in Article12 of the TRP procedure.

7. APPLICABILITY OF TRP PROCEDURE
Persons with the power to implement actions in the name and on behalf of Datalogic, before
carrying out any transaction/activity, must check that (i) the counterparty of the transaction is

5 We refer, in that regard, to what is specified in the Consob Communication - paragraph 21

Datalogic Confidential Internal.

not a Related Party of Datalogic, the complete list of which is set out in the so-called “Related
Parties Database” referred to herein and that (ii) the transaction does not fall within the casesof exemption set out in Article 6 of the TRP procedure.
If it is the case or when in doubt, the person refrains from carrying out the activities
preparatory to the completion of the transaction and informs the Managing Director of theCompany, providing him with the following information:- parties to the transaction;- description of the transaction;- terms, including economic (i.e. amount), of the transaction;- scheduled date for approval of the transaction.
The Managing Director - with the support of the person responsible for the legal function and
the Chief Financial Officer (“CFO”) of the Company - defines, based upon the information
received, (a) if the transaction is a Related Party Transaction; (b) if the transaction falls into
one of the cases of exemption provided for by the TRP Procedure; (c) if the transaction iscarried out in implementation of a framework resolution as per Article 10; (d) if the transaction
qualifies as a Most significant TRPs or a Least significant TRPs, consequently initiating theprocedural process preparatory to any approval of that transaction, in accordance with theprovisions of Articles 8 and 9 below.

8. LEAST SIGNIFICANT TRPs
Preliminary phase
The person responsible for the legal function informs the Chairman of the Least significant TRP
Committee (or TRP Committee, in the case of a single committee with responsibility forTransactions with Related Parties, or the persons forming part of the Alternative Control), of
the Least significant TRPs for which the approval is suggested, so that a meeting of the Leastsignificant TRP Committee (or TRP Committee, in the case of a single committee withresponsibility for Transactions with Related Parties, or the Alternative Control) can beconvened with a view to analysing the transaction and expressing the opinion referred toherein. At the same time, the person responsible for the legal function sends the
documentation containing all information necessary to be able to identify comprehensively thecharacteristics and conditions of the TRP.
The Least significant TRP Committee (or TRP Committee, in the case of a single committee withresponsibility for Transactions with Related Parties, or the Alternative Control) is entitled to beassisted, at the expense of the Company, by one or more independent experts of its choosing6,
up to the maximum amount of Euros 30,000, subject to the possibility of the committee to
exceed that maximum expenditure ceiling cap in agreement with the Managing Director of
Datalogic. When selecting experts, the Least significant TRP Committee (or the TRP
Committee, in the event of the only committee competent to deal with Transactions withRelated Parties, or the persons belonging to the Alternative Control) appoints persons of
acknowledged professionalism and competence in the matters of interest, whose
6 We refer, in that regard, to the Consob Communication - paragraph 14.

Datalogic Confidential Internalindependence and absence of conflicts of interest it assesses in advance, also on the basis of
the criteria indicated in Annex 4 of the TRP Regulation.
Once the TRP has been analysed comprehensively, the Least significant TRP Committee (or TRP
Committee, in the case of a single committee with responsibility for Transactions with Related
Parties, or the Alternative Control) expresses its non-binding opinion on Datalogic's interest in
carrying out the TRP, as well as on the appropriateness and substantial correctness of therespective conditions. This opinion sets out in an analytical way an adequate motivation in
relation to the interest of carrying out the TRP, as well as the appropriateness and substantial
correctness of the respective conditions and is attached to the minutes of the meeting of the
Least Significant TRP Committee (or the TRP Committee, in the case of a single committee withjurisdiction over related party transactions, or the Alternative Control). In order for the abovementioned opinion to be considered favourable, it must demonstrate full agreement to the
TRP. Where defined as favourable despite the presence of some elements of dissent, theopinion should contain an indication of the reasons for which it is believed that those elements
do not affect the overall opinion regarding Datalogic's interest in carrying out the TRP, as wellas the substantial correctness of the respective conditions. A positive opinion issued under thecondition that the TRP is concluded or carried out in respect of one or more indications will bedeemed favourable in accordance with the TRP procedure, provided that the conditions
imposed are actually respected: in that case, evidence of compliance with the indications isprovided in the information on the implementation of the TRP to be supplied, in accordancewith Article 13 of the TRP procedure, to the Company's management and audit bodies.
The person responsible for the legal function informs the person with responsibility for
approving the TRP of the aforementioned opinion.

Resolution phase
Only in the presence of a non-binding motivated opinion of the Least significant TRPs
Committee (or of the TRP Committee, in the case of a single committee with responsibility forTransactions with Related Parties, or the Alternative Control) may the person withresponsibility resolve in relation to the Least significant TRPs in question. In particular:• where the TRP is under the remit of the Shareholders' Meeting of Datalogic. or it is in any
case subject to authorisation from the Shareholders' Meeting:(i) the Board of Directors resolves upon the completion of the TRP once the opinion of the Leastsignificant TRP Committee (or TRP Committee, in the case of a single committee withresponsibility for Transactions with Related Parties, or the Alternative Control) has beenacquired.
To that end, the Board of Directors is informed with appropriate prior notice, as well as in acomplete and adequate manner, in relation to the characteristics and conditions of the TRP.
The minutes of the board resolution of approval contains adequate motivation in relation to
Datalogic's interest in completing the TRP, as well as the appropriateness and substantial
correctness of the respective conditions;

Datalogic Confidential Internal(ii) the Shareholders' Meeting resolves upon the completion of the TRP at the proposal of theBoard of Directors.
To that end, the Shareholders' Meeting is informed with appropriate prior notice, as
well as in a complete and adequate manner, in relation to the proposal of the Boardof Directors.
The minutes of the Shareholders' Meeting resolution of approval contains adequate
motivation in relation to Datalogic's interest in completing the TRP, as well as theappropriateness and substantial correctness of the respective conditions;• where the TRP is under the remit of the Board of Directors of Datalogic S.p.A.:(i) the Board of Directors resolves upon the completion of the TRP once the opinion of the
Least significant TRP Committee (or TRP Committee, in the case of a single committeewith responsibility for Transactions with Related Parties, or the Alternative Control) has
been acquired. The Directors involved in the Transaction abstain from voting on it.
To that end, the Board of Directors is informed with appropriate prior notice, as well as in
a complete and adequate manner, in relation to the characteristics and conditions of the
TRP.
The minutes of the board resolution of approval contains adequate motivation in relation
to Datalogic's interest in completing the TRP, as well as the appropriateness andsubstantial correctness of the respective conditions;• where the TRP is under the remit of the Managing Director or another Delegated Director of
Datalogic S.p.A.:(i)the Managing Director (or Delegated Director) authorises the completion of the TRP
once the opinion of the Least significant TRP Committee (or TRP Committee, in thecase of a single committee with responsibility for Transactions with Related Parties,
or the Alternative Control) has been acquired;• where the transaction is under the remit of a different entity from the above (holder, in any
case, of power to implement actions in the name and on behalf of Datalogic, therein including
the corporate bodies, even delegated, of subsidiaries or attorneys of the Datalogic group):(i)the entity responsible authorises the completion of the TRP subject to conducting
the procedural process provided in the above points and, in any case, subject toapproval of the TRP by the responsible body/bodies of Datalogic, as though thattransaction was under the (exclusive) legal jurisdiction of Datalogic. To that end:
▪ the entity responsible receives a copy of the opinion of the Least significant
TRP Committee (or TRP Committee, in the case of a single committee withresponsibility for Transactions with Related Parties, or the Alternative
Control) and the document(s) certifying the approval of the TRP by the
responsible body/bodies of Datalogic ;Datalogic Confidential Internal▪ where applicable, the minutes of the approval resolution contain adequate
motivation in relation to Datalogic's interest in completing the TRP, as well as
the appropriateness and substantial correctness of the respective conditions.
9. MOST SIGNIFICANT TRPs
Preliminary phase
The person responsible for the legal function informs the Chairman of the TRP Committee (orTRP Committee, in the case of a single committee with responsibility for Transactions withRelated Parties, or the persons forming part of the Alternative Control) of the Most significant
TRPs for which it is proposed to launch a negotiation phase and, thereafter, possibly a
preliminary phase, sending the documentation containing all information necessary to be able
to identify the characteristics and conditions of the TRP.
The Most significant TRP Committee (or TRP Committee, in the case of a single committee withresponsibility for Transactions with Related Parties, or the persons forming part of theAlternative Control), or one or more members delegated by the same, are timely involved in
the negotiation phase and the (possible) preliminary phase, by way of the receipt of acomplete and updated information flow (at least on a quarterly basis) by the persons
instructed to lead the negotiations and (possible) preliminary phase of the TRP.
The Most significant TRP Committee (or TRP Committee, in the case of a single committee withresponsibility for Transactions with Related Parties, or the persons forming part of theAlternative Control) or the member(s) delegated by the same, is entitled to request
information and make comments to the persons instructed to lead the negotiations and(possible) preliminary phase of the TRP.
The Most significant TRP Committee (or TRP Committee, in the case of a single committee withresponsibility for Transactions with Related Parties, or the Alternative Control) is also entitledto be assisted, at the expense of the Company, by one or more independent experts of its
choosing7. When selecting experts, the Most Significant TRP Committee (or the TRP
Committee, if it is the only committee competent to deal with Transactions with Related
Parties, or the Alternative Control) appoints persons of recognized professionalism andcompetence in the matters of interest, whose independence and absence of conflicts ofinterest it assesses in advance, also on the basis of the criteria indicated in Annex 4 of the TRP
Regulation.
Once the preliminary phase has concluded, the person responsible for the legal function
informs the Chairman of the Most significant TRP Committee (or TRP Committee, in the case ofa single committee with responsibility for Transactions with Related Parties, or the persons
forming part of the Alternative Control) so that a meeting of the Most significant TRP
Committee (or TRP Committee, in the case of a single committee with responsibility forTransactions with Related Parties, or the Alternative Control) can be convened with a view toanalysing the comprehensively defined TRP and expressing the opinion referred to herein.
Once the TRP has been analysed, the Most significant TRP Committee (or TRP Committee, inthe case of a single committee with responsibility for Transactions with Related Parties, or the
7 The provisions contained in paragraph 14 of the Consob Communication are understood to be cited.

Datalogic Confidential InternalAlternative Control) expresses its binding opinion on Datalogic's interest in completing the
TRP, as well as on the appropriateness and substantial correctness of the respective
conditions. This opinion sets out in an analytical way an adequate motivation in relation to theinterest in completing the TRP, as well as the appropriateness and substantial correctness of
the respective conditions and is annexed to the minutes of the meeting of the Most significant
TRP Committee (or TRP Committee, if there is only one committee responsible forTransactions with Related Parties, or Alternative Control). In order for the above-mentioned
opinion to be considered favourable, it must demonstrate full agreement to the TRP. Where
defined as favourable despite the presence of some elements of dissent, the opinion must
contain an indication of the reasons for which it is believed that those elements do not affectthe overall opinion on the interest of Datalogic in carrying out the TRP, as well as on thesubstantial correctness of the respective conditions. A positive opinion issued under thecondition that the TRP is concluded or carried out in respect of one or more indications will bedeemed favourable in accordance with the TRP procedure, provided that the conditions
imposed are actually respected: in that case, evidence of compliance with the indications isprovided in the information on the implementation of the TRP to be supplied, in accordancewith Article 13 of the TRP procedure, to the Company's management and audit bodies.
The person responsible for the legal function informs the Chairman of the Board of Directors
and the Managing Director of the Company of the aforementioned opinion.

Resolution phase
Irrespective of the legal jurisdiction over approval of the TRP, the Most significant TRPs must in
any case be approved in advance by the relevant corporate bodies of Datalogic S.p.A. as
required by the TRP procedure.
In the presence of a favourable motivated opinion of the Most significant TRP Committee (orTRP Committee, in the case of a single committee with responsibility for Transactions withRelated Parties, or the Alternative Control), the procedure will be the following:• where the TRP is under the remit of the Shareholders' Meeting of Datalogic S.p.A. or it isin any case subject to authorisation from the Shareholders' Meeting:(i)the Board of Directors resolves upon the completion of the TRP once the opinionof the Most significant TRP Committee (or TRP Committee, in the case of a single
committee with responsibility for Transactions with Related Parties, or theAlternative Control) has been acquired.

The Directors involved in the Transaction abstain from voting on it.
To that end, the Board of Directors is informed with appropriate prior notice, as well as in
a complete and adequate manner, in relation to the characteristics and conditions of the
TRP.
The minutes of the board resolution of approval contains adequate motivation in relation
to Datalogic's interest in completing the TRP, as well as the appropriateness andsubstantial correctness of the respective conditions;

Datalogic Confidential Internal(ii)the Shareholders' Meeting resolves upon the completion of the TRP at the
proposal of the Board of Directors.
To that end, the Shareholders' Meeting is informed with appropriate prior notice,
as well as in a complete and adequate manner, in relation to the characteristics
and conditions of the TRP.
The minutes of the Shareholders' Meeting resolution of approval contains
adequate motivation in relation to Datalogic's interest in completing the TRP, aswell as the appropriateness and substantial correctness of the respective
conditions;• where the TRP is under the remit of the Board of Directors of Datalogic S.p.A.:(i)

the Board of Directors resolves upon the completion of the TRP once the opinionof the Most significant TRP Committee (or TRP Committee, in the case of a single
committee with responsibility for Transactions with Related Parties, or theAlternative Control) has been acquired.
The Directors involved in the Transaction abstain from voting on it.
To that end, the Board of Directors is informed with appropriate prior notice, as wellas in a complete and adequate manner, in relation to the characteristics andconditions of the TRP.
The minutes of the board resolution of approval contains adequate motivation in
relation to Datalogic's interest in completing the TRP, as well as the appropriatenessand substantial correctness of the respective conditions;• where the transaction is under the remit of a different entity from the above (holder, in
any case, of power to implement actions in the name and on behalf of Datalogic, therein
including the corporate bodies, even delegated, of subsidiaries or attorneys of the
Datalogic group):(i)the entity responsible authorises the completion of the TRP subject to conducting
the procedural process provided in the above points and, in any case, subject toapproval of the TRP by the Board of Directors or the Shareholders’ Meeting, as
though that transaction was under the (exclusive) legal jurisdiction of Datalogic.
To that end:
▪ the entity responsible receives a copy of the opinion of the Most significant
TRP Committee (or TRP Committee, in the case of a single committee withresponsibility for Transactions with Related Parties, or the Alternative
Control) and the document(s) certifying the approval of the TRP by the
responsible body/bodies of Datalogic ;▪ where applicable, the minutes of the approval resolution contain adequate
motivation in relation to Datalogic's interest in completing the TRP, as well as
the appropriateness and substantial correctness of the respective conditions.

In the presence of a contrary motivated opinion of the Most significant TRP Committee (or TRP
Committee, in the case of a single committee with responsibility for Transactions with RelatedDatalogic Confidential Internal

Parties, or the Alternative Control), where the Board deems that it wishes to proceed in any
case with completing the TRP, the procedure is the following:• both when the TRP is under the remit of the Shareholders' Meeting of Datalogic (or it is inany case subject to authorisation by the Shareholders' Meeting) and when the TRP isunder the remit of the Board of Directors of Datalogic:(i)the Board of Directors resolves upon the completion of the TRP once the(contrary) opinion of the Most significant TRP Committee (or TRP Committee, inthe case of a single committee with responsibility for Transactions with Related
Parties, or the Alternative Control) has been acquired.
The Directors involved in the Transaction abstain from voting on it.
To that end, the Board of Directors is informed with appropriate prior notice, as well as
in a complete and adequate manner, in relation to the characteristics and conditions of
the TRP.
The minutes of the board resolution of approval contains adequate motivation in
relation to Datalogic's interest in completing the TRP, as well as the appropriatenessand substantial correctness of the respective conditions;(ii) the Shareholders' Meeting resolves upon the completion of the TRP with the
majorities required by law and by the articles of association - and, therefore, in
accordance with the provisions of Articles 2368, 2369 and 2373 of the Italian Civil
Code and taking account of the resolutions made by the unrelated shareholders in
the terms set out herein - at the proposal of the Board of Directors, in which it
must be expressly indicated that “the transaction may not be implemented where
the majority of unrelated shareholders, as defined by the TRP Regulation and by
the TRP procedure, express a contrary vote to the implementation of the same,provided that the unrelated shareholders present at the Shareholders' Meeting
represent at least 10% of the share capital with right to vote”.
To that end, the Shareholders' Meeting is informed with appropriate prior notice,
as well as in a complete and adequate manner, in relation to the characteristics
and conditions of the TRP.
The minutes of the Shareholders' Meeting resolution of approval contain (a)adequate motivation in relation to Datalogic's interest in completing the TRP, aswell as the appropriateness and substantial correctness of the respective
conditions and (b) express indication also of the presence at the Shareholders'Meeting - and the respective votes - of the unrelated shareholders;• where the transaction is under the remit of a different entity from the above (holder, in
any case, of power to implement actions in the name and on behalf of Datalogic, therein
including the corporate bodies, even delegated, of subsidiaries or attorneys of the
Datalogic group):(i)the entity responsible authorises the completion of the TRP subject to conducting
the procedural phase provided in the above point and, therefore, subject toapproval of the TRP by the responsible body/bodies of Datalogic, as though thattransaction was under the (exclusive) legal jurisdiction of Datalogic- To that end:

Datalogic Confidential Internal▪ the entity responsible receives a copy of the opinion of the Most significant
TRP Committee (or TRP Committee, in the case of a single committee withresponsibility for Transactions with Related Parties, or the Alternative
Control) of the document(s) certifying the approval of the TRP by the
responsible body/bodies of Datalogic;▪ where applicable, the minutes of the resolution of approval containadequate motivation in relation to Datalogic's interest in completing the TRP
as well as the appropriateness and substantial correctness of the respective
conditions.

10. FRAMEWORK RESOLUTIONS
For certain categories of TRP, the Company may adopt framework resolutions relating to aseries of homogeneous transactions with certain categories of Related Parties.
The initiative in relation to the adoption of framework resolutions is held by the Managing
Director who, having identified the opportunity of adopting those resolutions, drafts a
proposal expressly indicating:▪ the type of TRP for which the adoption of the framework resolution is requested;▪ the related party or type of related party that is counterparty to the transactions subject
to the framework resolution;▪ the duration of effectiveness of the framework resolution, not exceeding, in any case,
one year;▪ the maximum foreseeable amount of the transactions to be implemented in the periodof reference;▪ the reason of the conditions provided in the framework resolution.
The Managing Director, in concert with the person responsible for the legal functionand the
CFO, having verified the greater or lesser importance of the framework resolution, commences
the procedural process preparatory to any approval, as provided by Article 8 or by Article 9 of
the TRP procedure, taking account of the maximum foreseeable amount of the TRP subject tothe resolution. In the case of Greater Importance, the Company prepares an information
document according to the methods and terms indicated by Article 13 of the TRP procedure.
TRP concluded in implementation of a framework resolution subject to a publishedinformation document are not calculated for the purposes of the accumulation required todetermine any exceeding of the thresholds of significance.
Any framework resolutions adopted must contain evidence of the information indicatedabove.

11. TRP IN THE EVENT OF URGENCY
Without prejudice to the TRP Information referred to in Article 13 of the TRP procedure andthe fact that the Board of Directors is mandated to pass resolutions pursuant to Article 8 of the
TRP Regulations, where expressly permitted by the Company's Articles of Association, in the

Datalogic Confidential Internalevent of urgency, in cases where a TRP is not under the remit of the Shareholders' Meetingand must not be authorised by it, the TRP may be concluded even in derogation of Articles 8
and 9 of the TRP procedure provided that:
i.

ii.

iii.

iv.

v.

where the TRP to be completed falls under the remit of the Managing Director or a
Delegated Director, the Chairman of the Board of Directors and the Managing Director(where the transaction is not under his remit) are informed of the reasons of urgency
promptly and, in any case, prior to the completion of the TRP;
those TRP (whether of Greater or Lesser Importance) are subsequently subject,
notwithstanding their effectiveness, to a non-binding resolution of the next ordinary
Shareholders' Meeting;the Board of Directors prepares a report containing adequate motivation of the reasonsof urgency. The Board of Auditors reports to the Shareholders' Meeting in relation to theexistence of the reasons of urgency;
the report of the Board of Directors and the assessments of the Board of Auditorsreferred to in point iii above are made available to the public at least 21 days before theday fixed for the Shareholders' Meeting, at the registered office by the methods
indicated in the so-called Issuers' Regulation;by the day after that of the Shareholders' Meeting, the Company makes available to the
public, by the methods provided by the so-called Issuers' Regulation, information on theoutcomes of the vote, with particular regard to the number of votes expressed overall
by the unrelated shareholders.

12. TRP IN THE EVENT OF URGENCY CONNECTED TO BUSINESS CRISIS EVENTS
Without prejudice to the TRP Information referred to in Article13 of the TRP procedure, in theevent of urgency connected to business crisis events, where a TRP is under the remit of the
Shareholders' Meeting or must be authorised by it, the TRP may be concluded even inderogation of Articles 8 and 9 of this TRP procedure provided that:i. the Board of Directors prepares a report containing adequate motivation of the reasonsof urgency. The Board of Auditors reports to the Shareholders' Meeting in relation to theexistence of the reasons of urgency;
ii. the report of the Board of Directors and the assessments of the Board of Auditorsreferred to in point i above are made available to the public at least 21 days prior to the
day fixed for the Shareholders' Meeting, at the registered office by the methods
indicated by the so-called Issuers' Regulation;iii. where the assessments of the Board of Auditors referred to in point i above arenegative, the TRP may not be implemented where the majority of the unrelatedshareholders express a contrary vote to the implementation of the same, provided thatthe unrelated shareholders present at the Shareholders' Meeting represent at least 10%of the share capital with right to vote. In the case of positive assessments by the Board
of Auditors, by the day after that of the Shareholders' Meeting, the Company makes
available to the public, by the methods provided by the so-called Issuers' Regulation,
information on the outcomes of the vote, with particular regard to the number of votes
expressed overall by the unrelated shareholders.

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13. TRP INFORMATION
Datalogic provides to the public - by the methods and in the terms provided by the TRP
Regulation, taking account of what is specified in the Consob Communication8 - Information
relating to the TRP performed by Datalogic.
Where a TRP is also made known by the dissemination of a press release pursuant to Article 17
of Regulation (EU) 596/2014, the latter states, in addition to the other information to be
published in accordance with the abovementioned regulation, at least the following
information:---

the description of the transaction;
the indication that the counterparty of the transaction is a related party and a
description of the nature of the correlation;
the company name or personal name of the counterparty to the TRP;
whether or not the TRP exceeds the thresholds of Greater Importance identified in thisTRP procedure, as well as an indication regarding any subsequent publication of an
information document;
the procedure that has been or will be followed for approval of the TRP and, inparticular, if the Company has made use of a case of exclusion of application of the TRP
procedure;
any approval of the TRP despite the contrary notification of the body responsible forproviding the opinion.

As regards Least significant TRPs, it is noted that:- quarterly, on the occasion of approval of the financial reports for the period, the Boardof Directors and Board of Auditors of Datalogic are provided with comprehensive
information on the implementation of the approved TRP;
- within 15 days from the end of each quarter of the financial year, the company makes
available to the public, at its registered office and by the methods indicated in the Part
III, Title II, Chapter I of Consob's so-called Issuers' Regulation, a document containing theindication of the counterparty, the subject and the fee of the transactions approved in
the quarter of reference in the presence of an unfavourable opinion issued by the Leastsignificant TRP Committee (or TRP Committee, in the case of a single committee withresponsibility for Transactions with Related Parties, or Alternative Control), as well as
the reasons behind the decision not to adhere to that opinion. In the same term, theopinion is made available to the public as an attachment to the above-mentioned
document or on Datalogic's internet website;- in the annual and half-yearly financial report, information is provided:▪ on the individual Least significant TRPs concluded in the period of reference, where
they have significantly affected the equity position or results of Datalogic;▪ on any change or development of the TRP (therein including those of Lesser
Importance) described in the last annual report that have had a significant effect on
the equity position or results of the Company in the period of reference.
8 We refer, in that regard, (i) to the Consob Regulation - paragraphs 5, 6, 7 (subsection 1), 8 (subsection 1), 11 (subsection 4 and 5),

12 and 13 and (ii) to the Consob Communication– paragraphs 9, 10 and 11.

Datalogic Confidential InternalAs regards the Most significant TRPs, it is noted that:- once the Most significant TRPs is approved, even where it is implemented by subsidiaries,
Datalogic prepares an information document in accordance with the methods and timescales
indicated by the TRP Regulation9;- quarterly, on the occasion of approval of the financial reports for the period, the Board of
Directors and Board of Auditors of Datalogic are provided with comprehensive informationon the implementation of the approved TRP;
- at least annually, the Most Significant TRP Committee shall be informed of the Most
Significant TRPs that have benefited from one of the exemption cases set forth in Article 6 ofthis TRP Procedure;- in the annual and half-yearly financial report, information is provided:▪ on the individual Most significant TRPs concluded in the period of reference,even by way of reference to published information documents;▪ on any change or development of the TRP (therein including those of Greater
Importance) described in the last annual report that have had a significant effecton the equity position or results of the Company in the period of reference;- where, during the financial year, Datalogic (including the subsidiaries) concludes with thesame related party - or with parties related both to the latter and to the Company itself homogeneous transactions or those completed in implementation of a unitary plan which(transactions), albeit not qualified individually as Most significant TRPs, exceed, when
considered cumulatively, the thresholds of Greater Importance identified at Article 2 of the
TRP procedure, the Company prepares the information document referred to in the above
paragraph10. To that end, the TRP (possibly concluded) indicated at Article 6 of the TRP
procedure are not considered.
As regards the Framework Resolutions, it is noted that, quarterly, on the occasion of approvalof the financial reports for the period, the Board of Directors and Board of Auditors of
Datalogic are provided (by the offices of the Company) with comprehensive information on theimplementation of those resolutions.
As regards the ordinary TRP concluded at Conditions equivalent to market or standard
conditions, it is noted that, without prejudice to the provisions of Article 17 of the Regulation(UE) No. 596/2014, Paragraph 1 of the TUF, in the event of derogation of publication of theaforementioned information document provided for Most significant TRPs, Datalogic:- communicates to Consob and to the Most Significant TRP Committee- by the deadline
indicated in Article 5, Paragraph 3 of the TRP Regulation – the counterparty, the subject andthe fee of the TRP that have benefited from the exemption set out in Article 6 of the TRP
procedure the reasons why the transaction is deemed to be an ordinary TRP concluded at
Conditions equivalent to market or standard conditions, providing objective evidence; theMost significant TRP Committee verifies without delay the correct application of the
exemption conditions of Significant TRPs defined as ordinary TRPs concluded at Market
Equivalent or Standard Conditions. If, as a result of the verification procedure, the Significant
TRP Committee finds that the process and/or criteria for evaluating the Most significant TRPs
defined as ordinary TRPs concluded at Conditions equivalent to market or standard

9 We refer, in that regard, to Consob Regulation - articles 5 and 11 (subsection 4).
10 We refer, in that regard, to Consob Regulation - paragraph 5 (subsections 2 and 4).

Datalogic Confidential Internal

conditions need to be improved and/or modified in order to apply the relevant exemption, it
will formulate its indications and suggestions to the person responsible for the legal function,
who must take them into account in the subsequent evaluations of similar cases;- indicates in the annual and half-yearly financial report, as part of the information
required by Article 5, Paragraph 8 of the TRP Regulation, which of the TRP subject tothe disclosure obligations indicated in that latter provision have been concluded
making use of the exemption referred to in Article 6 of the TRP procedure;
indicates in the Management Report the counterparty, the subject and the fee of the
Most significant TRPs concluded in the financial year, making use of the exemption set
out in Article 6 of the TRP procedure.

14. RELATED PARTIES DATABASE
Datalogic's Related Parties are listed in a database (available to all persons with the power toimplement actions in the name and on behalf of Datalogic) which the Company manages on
the basis of the information in its possession, as well as the declarations received, in
accordance with the TRP Regulation and this TRP Procedure, from the entities controlling theCompany, from the Directors, Auditors and Managers with strategic responsibilities of
Datalogic and from the additional entities indicated in Article 114, Paragraph 5 of the TUF bymeans of a declaration of correlation to be prepared by the head of the legal function (the"Declaration of Correlation").
Following the initial Declaration of Correlation, the abovementioned persons promptly
communicate to the person responsible for the legal function and to the CFO of the Company
a new Declaration of Correlation whenever changes occur in the scope of Related Parties
indicated in the previous Declaration of Correlation and, in any event, confirm annually that nochanges have occurred.

15. AMENDMENT OF TRP PROCEDURE
Amendments to the TRP procedure are approved by the Board of Directors subject to theopinion of the Most significant TRP Committee (or TRP Committee, in the case of a single
committee overseeing Transactions with Related Parties).
Where the aforementioned committee has not yet been established (or its functions havebeen attributed to a committee already existing within the Board of Directors of theCompany), or where at least three Independent Directors are not in office, amendments to the
TRP procedure are approved subject to opinion of the Independent Directors present on the
Board, provided that they number at least two, or, in their absence, subject to the opinion of
an independent expert appointed by the Board of Directors of the Company.
On a regular basis and at least every three years, the Board of Directors assesses whether or
not to revise this TRP procedure, taking into consideration, inter alia, any changes that may
have occurred to the ownership structure of Datalogic.

Datalogic Confidential Internal

16. COORDINATION WITH ADMINISTRATIVE AND ACCOUNTING PROCEDURES
The Manager in Charge of preparing the corporate accounting documents ensures thenecessary coordination of this TRP procedure with the administrative and accounting
procedures for the formation of the financial statements and the consolidated financial
statements, as well as any other financial report.
All TRPs approved in accordance with this TRP procedure are promptly communicated to theManager in Charge of preparing the corporate accounting documents for the purposes of the
TRP Information referred to in Article 13 of this TRP procedure.
The Manager in Charge of preparing the corporate accounting documents promptly reports to
the Chairman of the Board of Directors, to the Managing Director, to the person responsible
for the legal function and to the CFO any amendments to the TRP procedure that the samedeems necessary in order to ensure over time coordination with the administrative andaccounting procedures.

17. BOARD OF AUDITORSThe Board of Auditors oversees the conformity of the TRP Procedure and its subsequent
amendments with the principles of the TRP Regulation and compliance with the same. The
Board of Auditors reports to the Shareholders' Meeting on its activity.

18. ENTRY INTO FORCEThe TRP procedure is applied commencing from 1 July 2021. The TRP Procedure and its
amendments are published without delay on the Company's internet website, without
prejudice to the publicity obligations, also by way of reference to the aforementioned internet
website, in the Management Report.

Datalogic Confidential Internal