Biesse

Remuneration Information • Mar 29, 2024

Report on the Remuneration Policy 2024 and Compensation paid in 2023

Approved by the Board of Directors on 14 March 2024

Biesse is an international company that manufactures integrated lines and machines for the processing of wood, glass, stone, plastic, composite materials and materials to come. Founded in Italy in 1969 and listed on the STAR segment of the Italian Stock Exchange, we support the business evolution of our clients operating in the furniture, housing & construction, automotive and aerospace sectors. International development has been taking place since the end of the 80s with the opening of the first office abroad and is now confirmed as one of the group's assets. Offices abroad are the key to operating in markets considered strategic, in full respect and enhancement of local specificities and cultures. As of 31 December 2023, the group operates through 12 production campuses, more than 20 showrooms, through which it reaches over 160 countries and exports more than 80% of its production. As of 31 December 2023, the group had approximately 4,400 employees and collaborators worldwide. www.biessegroup.com

Table of contents

Introduction
Letter from the Chair of the Remuneration Committee
Summary of the Remuneration Policy and main changes
Executive Summary
Section
1. Governance
1.1. Shareholders' Meeting
1.2. Board of Directors
1.3. Remuneration Committee
1.3.1 Composition
132 Activities
1.4. Board of Statutory Auditors 1.5. Intervention by independent experts and market benchmarking
1.6. Derogations to the Remuneration Policy
2. Purposes, principles and recipients of the Remuneration Policy
2.1. Recipients
3. Information about the Company Remuneration Policy
3.1. Remuneration of the members of the Board of Directors
3.1.1. Non-executive directors
3.1.2. Chairman of the Board of Directors
3.1.3. Chief Executive Officer and General Manager
3.1.3.1. Short-term incentive (MBO)
3.1.3.2. Long-term incentives (LTI Plan)
3.1.3.3. Employee severance or termination indemnity
3.1.3.4. Pay mix CEO/GM 3.2. Key Management Personnel
3.2.1. MBO Plan
3.2.2. LTIPlan
3.2.3. Pay mix Key Management Personnel
3.3. Remuneration of Statutory Auditors
3.4. Benefits
3.5. Other components
3.5.1. Non-competition agreements
3.5.2. Claw-back policy
Section II - Part One
http://ction
1. Part One - 2023 Implementation of the 2022-2024 Remuneration Policy
11. Fixed Remuneration
1.2. Variable Remuneration
1.2.1. Short-term incentive system (MBO) objectives
1.2.2. Final statement of the objectives of the long-term incentive system (LTI 2021-2023)
1.2.3. Proportion of fixed and variable components
1.3. Comparison Information
1.4. Non-monetary benefits
1.5. Indemnity paid for early termination of the corporate or employment relationship 1.6. Derogations to the Remuneration Policy and compensation paid
1.7. Ex-post adjustments of the variable remuneration component
Section II - Part Two

Introduction

This Report, approved by the Board of Directors of Biesse S.p.A. on 14 March 2024, on the proposal of the Remuneration Committee, is divided into two sections:

• SECTION I illustrates the policy (the "Remuneration Policy" or the "Remuneration Policy") adopted by Biesse with reference to the members of the Board of Directors and, without prejudice to the provisions of Article 2402 of the Civil Code the Statutory Body, the other "Key Management Personnel" identified by the Board of Directors of Biesse (hereafter the "KMP"), describing the general principles, the bodies involved and the processes adopted for its approval, review and implementation, including the measures to avoid or manage any conflicts of interest. The Remuneration Policy has a duration of one year, until the Shareholders' Meeting called to approve the financial statements for the year ended 31 December 2024; Section I of the Report, in compliance with the provisions of the TUF, is subject to the binding vote of the Ordinary Shareholders' Meeting, called to approve the Financial Statements as at 31 December 2023;
• SECTION II shows the remuneration paid in the financial year 2023 by the Company and its subsidiaries or affiliated companies, by name, for the Board of Directors (executive and non-executive), the Statutory Auditors and, in aggregate form, for the other KMP. Section II, in compliance with the provisions of the TUF, is subject to the consultative vote of the Ordinary Shareholders' Meeting, called to approve the Financial Statements for the year 2023.

It should be noted that the current Board of Directors, on the date of approval of this Report, will end its term of office with the next Shareholders' Meeting to approve the Financial Statements as at 31 December 2023 and that the new Board of Directors will be responsible for determining the remuneration of Directors holding special offices and the remuneration of non-executive Directors for participation in Board committees.

The remuneration of the Directors holding special offices and the remuneration of the non-executive Directors for their participation in the Board committees referred to in the First Section of this Report have been determined by the current Board of Directors. In this sense, their representation in the following paragraphs is to be understood as a guideline of the Remuneration Policy for 2024, defined in compliance with the prerogatives of the Shareholders' Meeting and the Board of Directors that will be appointed for the 2024-2026 term.

The text of this Report is made available to the public, at the Company's registered office and in the Governance section of the Company's website (www.biessegroup.com), no later than the twenty-first day prior to the date of the Shareholders' Meeting called to approve the Financial Statements for the year 2023, in accordance with the provisions of current legislation.

The regulations relating to the incentive plans in place can be found in the Investor Relations - Corporate Governance section of the Company's website.

Letter from the Chair of the Remuneration Committee

Shareholders,

I am pleased to present to you, on behalf of the Remuneration Committee and the Board of Directors, Biesse's Report on the remuneration policy and compensation paid (hereinafter also the "Report"), approved by the Board of Directors on 14 March 2024.

The Report aims to provide a complete picture of the application of the remuneration policy in relation to the performance of the Biesse Group in 2023 and the new incentive plans (MBO 2024, LTI 2024-2026) that will accompany Biesse in the coming years.

The 2023 financial year was characterised by a complex macroeconomic environment: on the one hand, the continuation of the Russian-Ukrainian conflict and the new war front in the Middle East and, on the other, inflationary tensions and the consequent monetary policy interventions by central banks have generated a slowdown in the main European economies.

Despite this context, the Biesse Group closed 2023 by reaching the turnover and EBIT targets of 99% and 94% respectively and exceeding the target of all the other targets of the short-term incentive plan. With regard to the medium/long-term incentive plan (LTI 2021-2023) - which was based on the objectives of the strategic plan defined in the unpredictable context of Covid and which has come to an end - the Group exceeded its turnover and NC/Turnover targets, reaching the EBITDA margin target of 98%. As a result, the access thresholds for both short-term and medium-long term variable remuneration were exceeded, resulting in the final balance of incentives in line with the company's existing remuneration policy.

While in line with the Remuneration Policy approved at the last Shareholders' Meeting, in 2023 Biesse - with the advice of Willis Towers Watson (WTW) - implemented initiatives to improve its remuneration policies, so as to make it possible to attract, enhance and retain people with the necessary skills to achieve the Group's strategic objectives. In fact, processes have been introduced, among others, to measure the complexity of company roles and salary benchmarking tools with the external market, to ensure constant comparison with market trends and best practices, an aspect that is particularly important in a period characterised by high labour market turbulence.

In addition, the Company, again with the advice of WTW, has implemented an external assessment process on its Report, approved at the last Shareholders' Meeting of 26 April 2023 with 98% of votes in favour; It has therefore been revised both in terms of structure and content, in compliance with market best practices in the field of disclosure.

The main innovations of the Report that we bring to your attention today are the result of the processes mentioned above and the commitment of Biesse and the Remuneration Committee to listen to the indications received from Proxy Advisors and investors, with a view to continuous improvement.

With regard to the 2024 Remuneration Policy, which we are submitting to the vote of the Shareholders' Meeting, it has been drawn up in accordance with the Corporate Governance Code to which Biesse adheres. The main changes concern:

• the definition of the Remuneration Policy on an annual basis, instead of every three years as applied in the past, in order to be able to respond more flexibly to a particularly volatile macroeconomic and business context and to submit an up-to-date situation to the Shareholders' Meeting for an annual vote;

• reference to a rigorous and up-to-date market benchmark for the remuneration of the Chairman, the Board of Directors, the Chief Executive Officer and General Manager and Key management personnel;
• industrial and financial performance with respect to the objectives of the strategic plan, in continuity with the previous plan;
• term incentive system for the Chief Executive Officer and General Manager and management, in line with Biesse's focus on sustainable success. In this regard, I would like to point out that the Company is working on a more articulated set of ESG indicators for future inclusion in the mediumlong term plan as well.

The main changes in terms of information concern:

• the introduction of an ad hoc section for the Chief Executive Officer and General Manager, containing more detail with reference to the description of the remuneration package and the objectives assigned for 2024 as part of the incentive systems;
• greater comprehensiveness, in particular with regard to the link between corporate performance and bonus payouts in both Section I and Section II;

Finally, the Report aims to facilitate the Reader's access to essential information, including through greater use of graphs and tables for a clearer visualisation of relevant data.

With regard to the information on remuneration paid with reference to the 2023 financial year, which we submit to the advisory vote of the Shareholders' Meeting, the Report contains all relevant details and comments.

At the end of our three-year term of office, I would like to take this opportunity to extend special thanks to my colleague on the Committee, Rossella Schiavini, as well as to the Statutory Auditors, for their significant contribution to the effective conduct of the Committee's work.

Confident that the progress made so far will be appreciated, I thank you in advance for your support for the presented report.

Federica Ricceri Chair of the Remuneration Committee

Shared objectives	Attractiveness as an employer	Equality	Transparency
to direct managerial action towards the creation of sustainable value	to be competitive in attracting and retaining key staff	to eliminate any discrimination based on gender, age, ethnicity or social and cultural background	to clarify the principles and systems governing remuneration

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Executive Summary

Component		Purpose/Characteristics	Criteria and conditions of implementation	Attributed values/benefits
	Fixed remunera tion	Adequately compensates the skills, professionalism and contribution required from the role-holder, with the objective of supporting motivation and staff retention.	Fixed compensation determined by the Board of Directors (Article 2389 of the ltalian Civil Code), when distributing the compensation determined by the Shareholders' Meeting	Chair: Chief Executive Officer and General Manager: (annual fixed remuneration for the role € 150,000, plus remuneration for the executive relationship and compensation for the non-competition agreement) KMP: commensurate with the role and the delegated powers; there may be annual merit-based adjustments (continuity of individual performance) or adjustments based on the upgrading of roles and responsibilities in line with the Policy and the pay mix.	€ 1,200,000 € 1,000,000
	Incentives Short- term variable (MBO – Managem ent by Objective ട)	Paid annually in monetary form, this is an instrument used to motivate and guide the actions of Management over the short term, in line with the corporate objectives determined by the Board of Directors. The amount of the annual short-term incentive depends on the role of the employee, and on the company and individual performance.	Recipients: CEO/GM, KMP, top level of management and other key figures within the organisation. CEO/GM indicators: · GROUP EBIT (weight 40%) · Turnover (weight 25%) · NIC/Turnover (weight 25%) · CSRINDEX (weight 10%) KMP: Business (Turnover, Backlog, Material Mix, NIC/ Turnover); profitability (EBIT); financial institutions (DSOs, DSIs); cost containment (capex); ESG (CSR index) Award of incentive: the nominal value of the target incentive is determined on the basis of the role held. Vesting of incentive: annual results.	Chair: CEO/GM Target: 50% fixed component 65% fixed component CEO/GM Cap: KMP target: reflects the level of authority and (maximum 35% of gross annual role held salary) Disbursement of the incentive: based on the results achieved in the previous year.	not provided for

Component

Variable long-term incentives (LTI -Long Term

Incentive)

A monetary plan reserved for role-holders who have the most direct responsibility for the business results, it guarantees greater alignment between the interests of shareholders and the actions of Management.

Purpose/Characteristics

Criteria and conditions of implementation

Three-year incentive plan (LTI) with a threeyear vesting period and forecast based on the results achieved in the two-year period. Recipients: CEO/GM, first level of management Indicators: EBITDA Margin (50%); Turnover (25%); NIC/Turnover (25%). Award of incentive: the nominal value of the target incentive is determined on the basis of the role held. Vesting of incentive: average results over the three years during the vesting period, measured on a linear scale compared to the defined target.

Attributed values/benefits

Chair: CEO/GM Target: CEO/GM Cap:

not provided for 67% fixed component¹ 100% fixed component

The incentive awarded in case of reaching the minimum performance level will be 40%. the maximum possible incentive is 150% of the nominal value of the individual incentive. In the case of performance below 80% of the target value, the corresponding incentive will be zero.

KMP: participate in the same plan as the CEO/GM Target: 33% fixed component Cap 50% fixed component

The remuneration of the Chairman of the Board of Directors consists solely of the fixed component, while for the CEO/General Manager the variable component is more emphasised than for the KMP, in line with the executive position held.

Pay mix Target

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¹ Annual value

Component	Purpose/Characteristics	Criteria and conditions of implementation	Attributed values/benefits
Benefits	These incentives support the pay package in line with common market practices and the requirements of the applicable national collective agreement ("CCNL"). They include additional extra components, mainly pertaining to social insurance or pensions, in order to ensure guarantee the competitiveness and appreciation of the pay package.	Defined in continuity with the Policy implemented in previous years and in accordance with the provisions of law, regulations and/or collective agreements	Chairman mixed-use company cars Accidents policy Healthcare policy D&O policy CEO/GM and other KMP supplementary pension · supplementary healthcare forms of insurance cover mixed-use company cars free use of accommodation D&O policy Non-executive directors D&O policy Members of the Board of Statutory Auditors D&O policy
End-of- service indemnity /Non- competiti on agreemen ાક	Subscribed or potentially underwritten to contain potential litigation and/or competition risks.	End-of-service indemnity for termination of the office of CEO and of employment contract Scenarios: · Revocation of the position and/or dismissal from the executive role without good cause; · Resignation from the position and/or dismissal from the executive role with good cause. KMP: the Company recognises the economic treatment due in accordance with the provisions of the law in force and the applicable national and company collective bargaining agreement.	End-of-service indemnity CEO/GM: Indemnity equal to the months of fixed remuneration between the date of termination and the end date of the mandate, calculated on the total fixed compensation (compensation for the role, remuneration for the executive relationship and compensation for the non-competition agreement). In the event of non-renewal of the office, the CEO/GM will be granted an indemnity equal to 24 months' salary calculated on the amount of fixed remuneration as described above and on the average of the short-term variable remuneration received in the previous three years, in lieu of any other indemnity provided for by the CCNL applied.
		CEO/GM Non-competition Agreements Agreements are in place that provide for the payment of an amount, during employment with the Company, in addition to the fixed remuneration.	KMP: if the contract is terminated, the provisions of the relevant CCNL will apply.
			Non-competition agreements CEO/GM: € 195,000 The agreement is determined at the rate of 30% of the gross annual salary KMP: in relation to the role held, where applicable, the agreement is determined in a percentage range of the gross annual salary (25%-50%) and is paid in tranches, the last of which at the end of the employment relationship.
Clawback	fraudulent or negligent conduct on the part of the recipients.	Clauses that allow the possibility of requesting the return of variable components of remuneration determined on the basis of data that have subsequently proved to be manifestly incorrect or determined in the presence of

2023 Results

The economic context

Over the course of 2023, global economic activity slowed.

The operating environment was characterised by uncertainty due to the evolving international geopolitical environment and the wars between Russia and Ukraine and, more recently, in the Middle East.

The unwinding of the positive factors supporting consumption in the major advanced economies and the tightening of monetary policy continue to spill over into the global economy, while wage growth remains high and above long-term averages.

Business area

In the fourth quarter of 2023, the index of machine tool orders processed by the Centro Studi & Cultura di Impresa of UCIMU-SISTEMI PER PRODURRE marks a decrease of 31.1% compared to the period October-December 2022. The negative result is the result of a significant drop in order intake on the domestic market, while the average decline abroad is more limited, albeit with large differences between Europe, which is essentially stagnating despite the "disappearance" of the Russian market, the US, which is still growing, albeit at a slower pace, and the Asian markets, which are affected by the uncertainties surrounding the Chinese economy.

The Italian market confirms that it is going through a negative phase, given that user investments have reached very important levels in recent years, effectively saturating the active technology park.

Evolution of 2023

In this context, Biesse has largely met its targets, albeit in a deteriorating scenario.

Biesse Group revenues in 2023 amounted to € 785,002 thousand, down (-4.6%) compared to 2022. This performance was characterised by a slowdown in sales momentum in certain geographic areas, which was partially mitigated by the size of the order book at the beginning of the year.

² Adjusted Gross Operating Margin or Adjusted Earnings Before Interest, Taxes, Depreciation and Amortisation); this indicator is defined as Profit (Loss) for the vear before income and expense, foreign exchange gains and losses, depreciation and amortisation of procerty. plant and equipment and intangible assets, write-downs of fixed assets for impairment tests, allocations for risks and charges, as well as costs and revenues deriving from transactions considered by Management to be of a non-recurring nature with respect to the Group's core business Biesse. 3 Adjusted Operating result or Adjusted Earnings Before Interest and Taxes); this indicator is defined as Profit (Loss) for the year before income taxes, financial income and expense , forejon exchange , write-downs of fixed asses due to impairment tests, as well as costs and revenues deriving from transactions considered by Management to be of a non-recurring nature with respect to the Biesse group.

* where there is no vote, a multi-year policy already approved in previous shareholders' meetings is deemed to be in force

Economic, social and environmental sustainability4

Biesse's sustainability initiatives are driven by a combination of best practice and innovation, involving stakeholders to promote solutions that simplify and inspire our customers' imaginations to improve people's daily lives.

The most important factor in a company's competitiveness is the human capital of the men and women who make up its workforce.

Biesse has been managing the main HR processes in an organised way for some time, but the year 2022 represented an important starting point to redesign and transform them in an organic and complete way, according to an integrated perspective that sees the rules, policies and, in some cases, procedures defined at headquarters level, which must be declined and implemented globally, both in Biesse legal entities, as well as at the level of production companies, subsidiaries and foreign clusters.

The progressive definition and awareness of the values that must inspire strategic initiatives, management objectives and the operational actions of all the company's employees is the logical process to follow in the strategic planning of human resources management.

Six core values have been identified for the company's culture, which will be strengthened in the coming years:

International	Insightful	Genuine	Widespread	Heartfelt	Respectful
natives	curiosity	mastery	transparency	commitment	sight
Belonging without borders that enhances the uniqueness of individuals	A constant desire for discovery, which turns into intuition	The original "know-how". the result of a genuine tradition	The honesty of the people, the integrity of the company	Adherence to a common project, lived and strengthened daily	Attention to the environment, society and people

Biesse is committed to promoting the development of people by stimulating curiosity, encouraging innovation and enhancing the uniqueness of individuals by respecting their rights through shared corporate values.

Accordingly, the following positive impacts are identified:

• · The company adopts attraction and loyalty policies
• · It adopts initiatives dedicated to increasing the well-being of employees in the company
• · It carries out social and cultural initiatives to contribute to the territory in which it operates

Biesse also aims to contribute to protecting the surrounding environment through the responsible use of resources and materials and by sharing these principles throughout the supply chain.

Initiatives based on sustainability in the economic, social and environmental spheres are implemented dynamically and incrementally in the Remuneration Policy, also through sustainability KPIs as part of the short-term incentive system.

In fact, the annual incentive plan (MBO plan) of the CEO and management includes a performance indicator linked to the reduction of tons of CO2eq compared to the 2019 base year.

This objective was identified as part of Biesse's Sustainability Plan for the period 2024-2026, designed to inspire managerial action according to the logic of sustainable growth in the medium to long term.

⁴ Source: Biesse's consolidated non-financial statement prepared pursuant to Legislative Decree no. 254/2016

The goals of the UN Agenda for Sustainable Development are the guiding principles of Biesse's Sustainability Plan (ESG Plan '24-'26); the Company is actively engaged in the implementation of social, environmental and governance initiatives and in the identification of objectives that guide managerial action from an integrated perspective. The future Remuneration Policies will incorporate additional ESGrelated objectives to support the Company's incentive plans.

Connection with Biesse's business strategy

The Company's Remuneration Policy has been defined in order to align the variable component with the Company's strategy and to guarantee sustainable performance over the long term.

In application of the Pay 4 Performance principle, the pay packages of the recipients of the Policy are structured in such a way as to give significant weighting to the variable component (linked to the attainment of pre-set objectives) over the fixed component, while still providing a well-balanced pay mix.

Strategic pillars	Strategic actions	Short-term incentives	Medium-long term incentives
Complete portfolio toward Multi- Materiality	= Extend product portfolio in Lines, Machines & components · Redesign products according to new Brand and Product Strategy · Full integration of product portfolio in Stone, Glass and other materials (post M&A)
Re-design Biesse Experience	· Building a combinable and scalable Brand Experience model · Fvolve our Business to a data driven approach	EBIT Turnover	EBITDA margin
Geographical Focus	· Strengthen markets Organisation to expand in key geographies · Boost services through new Customer Care 360°	NIC/Turnover	Turnover NIC/Turnover
Improve efficiency and Supply Chain Evolution	■ Footprint specialisation through HUBS by materials ■ Increase efficiency in Extended Supply Chain	CSR Index
Sustainability & People	■ Fair, respectful and responsible approach to Environment and community ■ People as critical factor for strategy success

Figure 1 – Strategic Plan for 2024-2026 and remuneration policy

With reference to Article 123-ter, paragraph 3-bis of the TUF, the above model shows the link between the performance targets used in the short and long-terms and the fundamental guidelines of the 2024-2026 strategic plan, showing the clear and complete link between the Company's strategic plan and its incentive systems.

2024 REMUNERATION POLICY

Section I

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Figure 2 – Process of defining the Remuneration Policy

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Full name	Office
Giancarlo Selci	Executive Chairman
Roberto Selci	Chief Executive Officer
Massimo Potenza	Co-Chief Executive Officer and General Manager
Alessandra Baronciani	Non-Executive Director
Rossella Schiavini	Independent Non-Executive Director
Federica Ricceri	Independent Non-Executive Director
Ferruccio Borsani	Independent Non-Executive Director

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1.3. Remuneration Committee

The Remuneration Committee, which is formed exclusively of independent directors, supports the Board in preparing the short, medium and long-term plans and in supervising the Policy, of which it will periodically assess the adequacy, overall cohesion and concrete application.

The Committee is tasked with providing advice and proposals to the Board in relation to the determination of remuneration for the Executive Directors and those with special responsibilities as well as the key personnel of the Group, and in relation to the appointment/replacement of independent directors and sizing and composition of the Board.

The tasks entrusted to the Remuneration Committee by the management body are as follows:

• · Assisting the Board in preparing the Remuneration Policy;
• · who hold special offices, as well as setting performance targets related to the variable component of remuneration;
• · Monitoring the implementation of the Remuneration Policy and verifying in particular that performance targets have been met;
• Periodically evaluating the adequacy and overall cohesion of the policy of remuneration for directors and top management.

1.3.1. Composition

The Committee comprises two Non-Executive and Independent directors (as defined in the TUF) who have adequate knowledge and experience in this area:

• Federica Ricceri Chairman
• Rossella Schiavini Member

13.2 Activities

During 2023, the Committee met five times and all members of the Committee attended all meetings.

The Group Chief HR, Safety & General Affairs Officer and the Group Chief Legal & Corporate Affairs Officer attended all the Committee meetings, the latter in the capacity of Secretary. The Board of Statutory Auditors was invited to attend the Committee meetings, and duly attended all of them.

In particular, in 2023, the Committee proceeded to verify the correct application of the policy in force, expressing a favourable opinion on Section II of the Report on the Remuneration Policy and compensation paid in 2023.

The Committee was also called upon to express its opinion on the replacement with internal mobility of a Manager with Strategic Responsibilities who resigned and on the liquidability of the anticipation of the 2021-2023 LTI Plan, as well as to analyse the short-term (MBO) and medium-long term (LTI) incentive plans.

Figure 3 – Cycle of Activities of the Remuneration Committee

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The choice of peer groups was made by selecting listed companies with dimensions comparable to those of Biesse in terms of revenues, market cap, number of employees; for the CEO's peer group, reference was made to industrial companies, often BTBs, excluding companies in the financial and service sectors. Additional characteristics such as the degree of internationalisation and ownership structure were also taken into account.

· For the Chairman of the Board of Directors, a peer group has been selected consisting solely of companies in which there is an executive chairman. The same panel of companies was used for the benchmark on the remuneration of the Board of Directors and the Board of Statutory Auditors The peer group selected is overall comparable to Biesse in terms of the size of the companies included (Revenues, Number of Employees, Market Cap) and consists of the following companies:		· For the position of Chief Executive Officer and General Manager of the Company, a peer group has been defined that is overall comparable to Biesse in terms of the size of the companies included and the degree of internationalisation and ownership structure. The panel for the CEO/GM's remuneration benchmark is made up of the following companies:
Ariston Holding	FRG	Bobst Group	Industrie De Nora
Brembo	Geox	Bystronic AG	Intercos
Cairo Communication	lmmsi	DMG MORI AG	Interpump Group
Carel Industries	Intercos	Dürr Aktiengesellschaft	Krones AG
CIR KME Group		Elica	Kuka
Datalogic	Piovan	EuroGroup Laminations	Piovan
Salcef Group Flica		F.I.I.A. - Fabbrica Italiana	SAES Getters
		Lapis ed Affini	Salcef Group
		Garofalo Health Care	Sogefi
		GVS	SOL

· The "Global Grading System" methodology, internationally certified by Willis Towers Watson, was used to review the remuneration of the KMP. The values contained in the "2023 Executive Survey - Italy" by Willis Towers Watson were used as market references.

1.6. Derogations to the Remuneration Policy

In accordance with the provisions of Legislative Decree 49/2019, specific rules apply for temporary derogations from the Remuneration Policy, in cases where there are exceptional circumstances that require such derogations in order to pursue the long-term interests and sustainability of the Group as a whole or to assure its capacity to remain on the market, without affecting the provisions of paragraph 3.1.3.2 with reference to the long-term incentive plan (LTI 2024-2026).

Exceptional circumstances would be:

• · extraordinary or unpredictable events occurring nationally which affect the Group or its industries and/or markets, and which may significantly impact its results;
• · substantial changes to the way in which the Group organises its activities following extraordinary operations such as mergers, sales or purchases of companies or business units;
• · unexpected events that require the replacement of a strategic role and the rapid negotiation of a pay package that is not fully aligned with the guidelines and principles of the Policy, in order to attract the professional profiles best suited to the fulfilment of objectives;

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Figure 4 – Derogation approval procedure

2. Purposes, principles and recipients of the Remuneration Policy

The Remuneration Policy proposed for 2024 is designed to attract and retain all the key roles who have the professional profiles needed to reach the set objectives, while at the same time guaranteeing a close link between the interests of Management and those of all the company's stakeholders. The Policy is inspired by the following principles:

Shared objectives

A substantial part of Management's remuneration is aimed at attaining defined objectives over a multiyear period, so that the executive roles are focused on creating sustainable long-term value in line with the expectations of shareholders and of all stakeholders.

The Company's attractiveness as an employer

The pay levels, which are partly set according to the market benchmarks for comparable roles, are set at a level that will attract and retain key roles within the organisation.

Equality

Pay-related decisions are not influenced by differences in gender, age, ethnicity or cultural background. On the contrary, we support and value inclusivity by involving people in the Company's success, in the firm belief that this is the best way to motivate them fully.

In determining the Remuneration Policy for key personnel, the Company consistently takes into account the salaries and working conditions of all employees, in order to avoid any unjustified imbalances.

Transparency

Our governance system is clear and efficient, and hinges on the principle of maximum transparency for all stakeholders, with regard to remuneration.

These principles underpin the new Performance Evaluation and Pay 4 Performance system, which the Biesse Group plans to introduce for management as part of a new salary review process in line with the 2024-2026 strategic plan.

2.1. Recipients

The Remuneration Policy applies to members of the Board of Directors, to the other Key Management Personnel and to the members of the Biesse Group's Board of Statutory Auditors.

As of the reporting date, in its decision of 14 March 2024 the Board of Directors had identified Key Management Personnel as the holders of the following roles, in addition to the Chief Executive Officer.

• Chief Financial Officer .
• · Chief Strategy & Sustainable Development Officer
• Chief Product Innovation & Development Officer
• Chief Systems & Parts Officer
• · Chief Regions EMEA APAC Officer

3. Information about the Company Remuneration Policy

In preparing this Policy, the Board of Directors took into consideration the principles and recommendations of Article 5 Recommendation 27 of the Code of Corporate Governance, which covers the remuneration of the executive directors and top management, in particular:

• · a balancing of the fixed and variable components that is adequate and consistent with the Company's strategic objectives and risk management policy, taking into account the characteristics of the business activity and the industry, while determining that the variable component should represent a significant part of the overall remuneration;
• capping of payments of variable components;
• · the performance objectives underlying the payment of variable components are predetermined, measurable and also linked as to a significant part to a long-term time horizon. They are consistent with the Company's strategic objectives and are aimed at promoting the sustainable success of the business - they may include non-financial components where relevant;
• · contractual provisions that allow the Company to reclaim all or part of the variable remuneration paid (or to retain deferred sums) if those sums were determined on the basis of data that proved to be manifestly misstated, or in other circumstances identified by the Company;
• · clear, predetermined rules about the payment of indemnities for termination of a director's role, which place a cap on the total amount that can be paid by linking it to a certain sum or certain number of years' remuneration. This type of indemnity cannot be paid if the contract was terminated because the results achieved were objectively inadequate.

The remainder of this Report presents the main characteristics of the remuneration packages for the following roles:

• Non-executive directors;
• Executive directors; .
• . Key Management Personnel;
• ·

3.1. Remuneration of the members of the Board of Directors

On 28 April 2021, the Shareholders' Meeting appointed the new Board of Directors for 2021-2023, and set the number of members at 7. At the same time, the Meeting authorised the remuneration of the Directors, setting a maximum of Euro 1,350,000.00 for each financial year during which the Board remains in office; the maximum sum is to be distributed among the directors pursuant to Article 2389 of the Italian Civil Code, as detailed below.

The current distribution of the total emoluments will apply until approval of the financial statements to 31 December 2023. The Meeting called to re-elect the Board at that time will be asked to approve the compensation payable.

In addition to the payments detailed below, the directors will be entitled to the reimbursement of expenses incurred in the performance of their role.

The guidelines of the 2024 Remuneration Policy, within the scope of the Shareholders' Meeting and the new Board of Directors, are inspired by a principle of continuity with the previous policy. The Remuneration Policy for 2024 may be further detailed due to the expiry of the current Board of Directors and related powers.

3.1.1. Non-executive directors5

For non-executive directors, compensation is not linked to the achievement of performance targets. In accordance with the recommendations in Articles 5 and 29 of the Code of Corporate Governance, the fixed component is determined in a way that is consistent with the competencies, professionalism and commitment required in the duties allocated by the Board committees. The current procedure provides that directors are entitled to the reimbursement of the cost of food and accommodation if they are physically present at the Company's head office to carry out their duties.

The Shareholders' Meeting of 28 April 2021 resolved on the total remuneration of the Directors for the three-year period 2021-2023, divided by the Board, which established a fixed gross annual remuneration for the office of Euro 25,000 for participation in the Board of Directors. The additional remuneration due to non-executive directors for participation in Board Committees is as follows:

Additional remuneration for participation in Board Committees
Control and Risks Committee		Remuneration Committee		Related Parties Committee,
Chairman	€ 16,000	Chairman	€ 8,000	Chairman	€ 8,000
Member	€ 6,000	Member	€ 6,000	Member	€ 6,000

⁵ The new Board of Directors, which will be appointed by the Shareholders' Meeting for the 2024-2026 term, will retain the breakdown of the total amount resolved by the Shareholders' Meeting.

3.1.2. Chairman of the Board of Directors

The remuneration of the Chairman of the Board of Directors amounts to Euro 1,200,000 and consists exclusively of the fixed component, paid in accordance with Article 2389 of the Italian Civil Code.

Pay mix Chairman BoD

Due to the expiry, with the approval of the 2023 financial statements, of the current Board of Directors, the specific salary of the Chairman who will be appointed by the competent corporate bodies and the related amount will be subject to resolution, in accordance with current legislation, by the bodies themselves in compliance with the general principles contained in this 2024 Remuneration Policy.

3.1.3. Chief Executive Officer and General Manager

The remuneration of the Chief Executive Officer, who also holds the role of General Manager, includes a fixed annual component and a variable component, linked to the achievement of specific performance objectives, including non-economic ones.

The levels of fixed remuneration reflect various indicators such as: the complexity, responsibility and experience required by the role, and the benchmark pay market. The fixed component of a pay package is weighted in a way that is sufficient and congruent to guarantee adequate remuneration, even if the variable component is not paid due to non-attainment of the related targets; this is in order to reduce excessively risk-oriented behaviours and to discourage actions that are only focused on short-term results.

With regard to the variable component, the remuneration package provides that a significant part of the remuneration is linked to the achievement of performance objectives previously indicated and determined in accordance with the guidelines contained in the General Remuneration Policy defined by the Board of Directors.

The remuneration package of the Chief Executive Officer and General Manager is therefore composed as follows:

Fixed component Gross Annual		Non-competition agreements	Short-term variable component (target)	Medium/long-term, variable component (target),	Benefits
Gross annual salary	655,000				V
Remuneration for the office	150,000	195,000	500,000	666,667

The managerial employment relationship of the CEO, in the role of General Manager, is governed by the CCNL applied and the treatments provided for all Executives are also applied in addition to those listed below.

Due to the expiry of the current Board of Directors' expiry, with the approval of the 2023 financial statements, the specific remuneration of the Chief Executive Officer who will be appointed by the competent corporate bodies and the related amounts will be resolved, in accordance with current legislation, by the bodies themselves, in compliance with the general principles contained in this 2024 Remuneration Policy.

3.1.3.1. Short-term incentive (MBO)

The short-term incentive provided for the CEO/GM, due to the powers conferred, is determined by the Board of Directors, with the abstention of the Chief Executive Officer, on the proposal of the Remuneration Committee and after hearing the opinion of the Board of Statutory Auditors.

Access to the incentive is subject to the achievement of predetermined corporate objectives of particular relevance for the Company, proposed ex-ante by the Committee, approved by the Board of Directors and measured ex-post by the Committee.

• •
• •
• •
• •

⁶ As indicated in the "Strategic Business Plan 2024-2026", the year 2019 has been identified as the reference baseline as it is not affected or influenced by the effects of the Covid-19 pandemic.

3.1.3.2. Long-term incentives (LTI Plan)

• •
• •
• •
• •

⁷ a profit indicator that highlights the Group's income based only on its operations without considering interest from financial management, taxes (fiscal management), depreciation of assets and amortisation. This target is measured through the average percentage of the Group's consolidated EBITDA in the three-year period;

a financial indicator that measures the amount of revenues posted during the accounting year, from the sale of goods or services. This KPI considers the Group's consolidated average sales in the three-year period;

⁹ indicates the average ratio between the net invested capital and consolidated sales in the three-year period.

• •
• •
• •
• •

Figure 5 – LTI Plan Deferral Scheme

¹⁰ In the event that the relationship ends before the date of accrual of the right in the event of a Bad Leaver, Biesse will be entitled to withhold the amount paid as an advance from the accruals due to the Beneficiary until the date of termination of the relationship or, in the event of incapacity, obtain its return.

Changes to the Regulations

Paragraph 11.2 of the Regulations of the "Long-Term Incentive Plan 2024-2026" provides that in the case of: (i) extraordinary transactions in the Company's share capital which are not expressly governed by the Regulations, such as mergers, spin-offs, reductions of share capital including those due to losses, paid, free or cash increases in the Company's capital offered with or without option rights to shareholders, possibly also through contributions in kind; (ii) events of an extraordinary and/or non-recurring nature and/or not attributable to the typical activity (such as, by way of example, acquisitions and/or disposals of shareholdings and/or business units), considered to be particularly significant, which entail a significant change in the perimeter of the Company and/or the Group; (ii) significant changes in the macroeconomic and/or competitive scenario, extraordinary events with a significant impact beyond the management's control; (iv) changes in laws or regulations; (v) other events likely to affect the Plan, the Board of Directors shall make any amendments and additions to the Regulations, independently, after hearing the opinion of the Remuneration Committee, that it deems necessary or appropriate in order to adapt the Regulations to the changed situation, while keeping the substantial and economic contents of the Plan unchanged, as far as possible and within the limits allowed by the legislation in force from time to time.

In these cases, the Board of Directors may among other things amend, supplement or reduce: (i) the amount of the Bonus; (ii) the objectives and/or any other terms and conditions of vesting of the Bonus provided for under the Plan.

For more information on the Long-Term Incentive Plan 2024-2026 please refer to the Regulations available at www.biessegroup.com.

3.1.3.3. Employee severance or termination indemnity

The termination agreement for the role of Chief Executive Officer and General Manager provides for an indemnity equal to the months of fixed remuneration between the date of termination and the end date of the mandate, calculated on the total fixed compensation for the role, remuneration for the executive relationship and compensation for the non-competition agreement). It is paid in the case of (i) revocation of the position and/or dismissal without good cause; (ii) resignation from the position and/or dismissal from the executive role, with good cause. This indemnity will not be due in the case of (i) resignation from the position and/or dismissal from the executive relationship with good cause; (ii) revocation of the role, or dismissal from the executive relationship with good cause; (iii) physical or mental incapacity due to illness or accident, certified by a doctor appointed by the Company, if the illness results in absence from the role or from the executive relationship for a continuous period of 6 (six) months, or a series of shorter absences that collectively amount to 180 (one hundred and eighty) days during a 12month period.

In the event of non-renewal of the office at the end of the 2024-2026 term, except in the case of just cause, the Chief Executive Officer and General Manager will be granted an indemnity equal to 24 months' salary calculated on the amount of fixed remuneration and on the average of variable remuneration received in the previous three years, replacing and absorbing any other indemnity provided for by the CCNL applied (i.e. indemnity in lieu of notice, and supplementary allowance).

3.1.3.4. Pay mix CEO/GM

Fixed Remuneration Variable short-term incentives (MBO) Variable Long-term incentives (LTI)

• •
• •
• •
• •
• •

The final calculation and award of the incentive will vary depending on the extent to which each of the allocated targets has been reached, up to the pre-set cap, above which no further amounts can be awarded. The incentive which can be paid for results falling between the target level and the cap is calculated by linear interpolation.

The annual MBO plan is based on a series of clearly-identifiable, measurable indicators that vary from year to year depending on the targets set in the budget, which are financial in nature and/or pertain to operational efficiency indicators which have different weightings and are independent. They are set for all members of Group Management, compatibly with their department and market.

For 2024, the following targets were set for the first level of management. The targets are weighted according to specific functional responsibilities:

• · EBIT (Earnings Before Interests and Taxes), this is a profit indicator that identifies operating results before financial charges and taxes are deducted (min. weighting 40%, max 45%);
• · TURNOVER, this is an indicator that identifies the consolidated turnover of the Group from the sales of products and services (min. weighting 20% max 30%);
• · NIC/TURNOVER, indicates the average ratio between net invested capital and consolidated turnover (weight 20%);
• · CAPEX/TURNOVER (Capital Expenditure), this indicates the average ratio between the costs incurred by the Company in capital investments or fixed assets, and the consolidated turnover (min. weighting 10% max 20%);
• · BACKLOG, indicates unfulfilled orders, i.e. the residual value of orders not yet completed, considering the total value of the order, including variations, and the value of what has been processed at the balance sheet date (weight 25%);
• · MATERIAL MIX, indicates the order entry referred to each material (wood glass stone material) (weight 20%);
• · DSI (Days, Sales in Inventory), a financial indicator of the Company's operational efficiency, which allows the calculation, in days, of the average time taken by the Company to convert its stock into sales (weighting 10%);
• · DSO (Days, Sales, Outstanding), a financial indicator of the Company's operational efficiency that highlights the number of days on average taken by the company to collect the amount outstanding from the sale (weighting 10%);
• · CSR INDEX, an indicator that measures the percentage reduction of tons of CO2 compared to the base year 2019 (weight 10%)

3.2.2. LTI Plan

Upon resolution of the Board, the KMP may be subject to the same medium/long-term incentive plan described above for the Chief Executive Officer. The maximum incidence on fixed compensation can be 50% per year.

Fixed Remuneration Variable short-term incentives (MBO) Variable Long-term incentives (LTI)

• •
• •

3.4. Benefits

In addition to the fixed and variable components referred to above, the recipients of the Policy are entitled to the benefits listed in the table below.

These benefits will be adapted to the local context, taking into account the characteristics of the market and the reference regulations.

Benefits	Chairman	Chief Executive Officer	Non-executive directors	Key Management Personnel	BOARD OF STATUTORY AUDITORS
Mixed-use company cars	>	V		>
Accidents policy	V
Healthcare policy	>
D&O policy	>	>	>	>
Supplementary pension		A		>
Supplementary healthcare		>		>
Forms of insurance cover		A		>
Free use of accommodation		A		>

3.5. Other components

3.5.1. Non-competition agreements

The Biesse Group may enter into non-competition agreements with its Directors, Key Management Personnel, other executives of the Company or other employees with specific skills or expertise.

The agreement imposes an obligation to refrain from any activity that competes with Biesse for a certain period of time, in a designated geographical area, after termination of the contract of employment. This restriction relates to the Group's industry. The territorial scope may vary depending on the role held by the beneficiary. The role holder receives a cash recompense for this obligation and the amount will depend on the extent of the non-competition obligation, the territorial scope, and the duration.

3.5.2. Claw-back policy

In accordance with Article 5 Recommendation 31 of the Corporate Governance Code, contractual mechanisms are in place that allow the Company to claim back all or part of any variable components already paid – also by means of a set-off against other claims – if those components were determined on the basis of data subsequently found to be inaccurate or caused by fraud or gross negligence on the part of the recipients. Likewise, no remuneration will be paid to individuals who have behaved in breach of company, contractual or legal regulations, or in the event of wilful or grossly negligent conduct to the detriment of the Company.

COMPENSATION PAID IN 2023

Section II - Part One

Introduction

In accordance with the Issuers' Regulation amended by Consob Deliberation No. 21263 of 10 December 2020, this section consists of two parts:

The first part gives an adequate, clear and correct representation of each component of the remuneration paid in 2023, and, after the checks carried out by the Remuneration Committee, of the conformity of those components with the Remuneration Policy and Compensation approved by the Shareholders' Meeting of 27 April 2022.

It also indicates the performances rendered in 2023, compared to the objectives set by the Company's Board of Directors, which will determine the bonuses payable in 2024.

Part Two gives details of the compensation paid in 2023 to the management and supervisory bodies and to key management personnel, the variable bonuses accrued in relation to the incentive mechanisms in which they participate, indicated on an accrual basis, and details of their shareholdings in the Company and its subsidiaries.

The remuneration items reported are consistent with the Policy, valid for the 2022-2024 three-year period, resolved on in 2022 by the Board of Directors and submitted to the binding vote of the Shareholders' Meeting of 27 April 2022, which was approved with a favourable vote of 86% of the voting rights present or represented.

1. Part One - 2023 Implementation of the 2022-2024 Remuneration Policy

the following paragraphs give details of the compensation paid in the reporting year (2023). An explanation of each item and further information can be found in the Tables in Part Two of this Section II.

During 2023, in addition to the General Manager, who also holds the position of Co-Chief Executive Officer, the Company confirmed 5 members of Key Management Personnel in the following roles: Chief Financial Officer; Chief Supply Chain Officer; Product Innovation & Development Officer; HSD Division General Manager; Chief Systems & Services Officer. The data relating to the remuneration of the latter, with the exception of the General Manager who also holds the position of Co-Chief Executive Officer, are provided in aggregate form.

In accordance with the Remuneration Policy in force for the 2023 financial year, the recipients were paid the following items:

Positions	Fixed	Variable		Benefits	Reimbursement	Employment severance
		MBO	LTI		of expenses	indemnity
Executive directors holding positions and shareholders with shareholdings over 5%	>			V	V
Executive directors holding positions	V	V	>	V	V
Non-executive directors	V
Key Management Personnel	V	>	V	V	>

1.1. Fixed Remuneration

By resolution of 28 April 2021, the Shareholders' Meeting, following the renewal of corporate offices, set the number of members of the Board of Directors at seven and the total remuneration due to it at Euro 1,350,000 per annum (plus benefits), for each financial year in which the Board remained in office, to be distributed by the Board of Directors among its members.

On the same date, the members of the Board of Statutory Auditors were also appointed, and the total emoluments paid to its members were set at Euro 154,000 plus the reimbursement of expenses.

The total fixed remuneration due to the members of the administrative and supervisory bodies and to Key Management Personnel, paid in the financial year 2023, is shown in Table 1 and depicted below.

	Control and Risks Committee		Remuneration Committee		Related Parties Committee
Chairman	€ 16,000	Chairman	€ 8,000	Chairman	€ 8,000
Member	€ 6,000	Member	€ 6,000	Member	€ 6,000

•

•

• •

• •

• •

• •

•

•

Fixed Remuneration Variable short-term incentives (MBO) Variable Long-term incentives (LTI)

Fixed Remuneration Variable short-term incentives (MBO) Variable Long-term incentives (LTI)

1.3. Comparison Information

The tables below give an illustration of the comparison between the remuneration paid for each of the past 5 years against that for the previous year.

The changes have been determined on the basis of the total compensation paid to each individual (for their respective roles).

Persons for whom the information in this section of the Report has been provided by name

Director/Statutory Auditor (role)	2019 v 2018	2020 v 2019	2021 v 2020	2022 v 2021	2023 v 2022
Director/Statutory Auditor (role) Giancarlo Selci (Chairman of the Board of Directors)	0%	0%	-88.25%	0%	0%
Roberto Selci (Chief Executive Officer)	0%	0%	+17.51%	0%	0%
Massimo Potenza (Co-Chief Executive Officer and General Manager)	N/A	N/A	0%	0%	0%
Alessandra Baronciani (Director)	N/A	N/A	N/A	0%	0%
Rossella Schiavini (Independent Member of the Board of Directors)	N/A	N/A	N/A	0%	0%
Federica Ricceri (Independent Member of the Board of Directors)	N/A	N/A	N/A	0%	0%
Ferruccio Borsani (Independent Member of the Board of Directors)	N/A	N/A	N/A	0%	0%
Paolo De Mitri (Standing Auditor)	0%	0%	0%	0%	0%
Giovanni Ciurlo (Standing Auditor)	N/A	N/A	N/A	0%	0%
Enrica Perusia (Standing Auditor)	N/A	N/A	N/A	0%	0%

Key Management Personnel

Key Management Personnel	2019 v 2018	2020 v 2019	2021 v 2020	2022 v 2021	2023 v 2022
	+9%	0%	+22.28%	+10.25%	+3.05%

The percentage changes have been calculated with reference to the fixed remuneration, variable shortterm (MBO) and medium-long term (new LTI 2021-2023 Plan); these last figures are considered at target value.

Employees other than the individuals whose remuneration is indicated by name in this Report

Biesse Employees	2019 v 2018	2020 v 2019	2021 v 2020	2022 v 2021	2023 v 2022
	€ 37,925	€ 36,821	€ 35,518	€ 39,614	€ 43,830

The gross annual average remuneration has been calculated by considering the fixed remuneration, the MBO or the Performance bonus among the remuneration components paid in each reference year, depending on which role-based incentive system the employees belong to.

The calculation only considers the employees of Biesse SpA, and not the Group's entire workforce. As a multinational, the Group has other sites in the Americas, Asia and Europe. The differences between the salaries paid in these countries and the remuneration paid in Italy would not have given a correct representation of the average working conditions of the staff of Biesse Spa.

Company performance	2019 v 2018	2020 v 2019	2021 v 2020	2022 v 2021	2023 v 2022
Revenue	-5%	-18%	+ 28.2%	+10.8%	-4.6%
EBITDA	-17%	-27%	+42.3%	+13.7%	-14.9%
EBIT	-54%	-79%	+385.7%	+39.7%	-15.2%
Net profit/loss	-70%	-82%	+1292.8%	-11.40%	-58.8%

Annual change in the Company's results

1.4. Non-monetary benefits

In line with the applicable national collective agreement and company practice, non-monetary benefits were paid to the Chairman of the Board of Directors, the Chief Executive Officer, the Co-Chief Executive Officer and to Key Management Personnel during 2023. The values of these benefits are shown in aggregate form in Table 1.

1.5. Indemnity paid for early termination of the corporate or employment relationship

In 2023, no such indemnities were paid to the directors of the Company or to Key Management Personnel, as there were no early terminations of contract.

1.6. Derogations to the Remuneration Policy and compensation paid

The implementation of the 2023 Remuneration Policy took place without derogations.

1.7. Ex-post adjustments of the variable remuneration component

The Company did not apply any ex post adjustments such as malus or claw-back policies during 2023.

COMPENSATION PAID IN 2023

Section II - Part Two

Full name	Office	Period in office during the year 2023	Expiry of term of office: approval of the financial statements	Fixed remuneration (Euro)	Remuneration for Committee membership		Non-equity variable remuneration (Euro)	Non monetary benefits	Other remunera tion	Total (Euro)	Fair value of equity remuneration	Termination or end-of service benefits (Euro)
			to 31/12		(Euro)	Bonuses and other incentives	Profit sharing	(Euro)	(Euro)		(Euro)
	BIESSE D	IRECTORS
Giancarlo Selci	Chairman	from 01/01/2023 to 31/12/2023	2023
Remuneration for the Com Remuneration from subsidiaries and associates		pany preparing the financial statements		100,000.00₁ N/A	N/A N/A	N/A N/A	N/A N/A	6,500.66₂ N/A	N/A N/A	106,500,66 N/A	N/A N/A	N/A N/A
Total				100.000,00				6.500,66		106.500,66		N/A
Roberto Selci	Chief Executive	from 01/01/2023	2023
Remuneration for the Com	Officer	to 31/12/2023 pany preparing the financial statements		1,000,000.00₃	N/A	N/A	N/A	38,289.12₅	N/A	1.038.289,12	N/A	N/A
Remuneration from subsidiaries and associates				70,000.00₄	N/A	N/A	N/A	N/A	N/A	70.000,00	N/A	N/A
Total				1.070.000,00				38.289,12		1.108.289,12		N/A
Massimo Potenza	Co-Chief Executive Officer and General Manager	from 01/01/2023 to 31/12/2023	2023
Remuneration for the Com Remuneration from subsidiaries and associates		pany preparing the financial statements		700,000.00₆ N/A	N/A N/A	1,511,549.20₇ N/A	N/A N/A	3,800.56₈ N/A	N/A N/A	2.215.349,76 N/A	N/A N/A	N/A N/A
Total				700.000,00		1.511.549,20		3.800,56		2.215.349,76		N/A
	Non-Executive	from 01/01/2023
Alessandra Baronciani Remuneration for the Com	Director	to 31/12/2023 pany preparing the financial statements	2023	25,000.00₉
Remuneration from subsidiaries and associates				N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	25.000,00 N/A	N/A N/A	N/A N/A
Total				25.000,00						25.000,00		N/A
Ferruccio Borsani	Independent Director	from 01/01/2023 to 31/12/2023	2023
Remuneration for the Com		pany preparing the financial statements		25,000.00₁₀	6,000.00₁₁	N/A	N/A	N/A	N/A	31.000,00	N/A	N/A
Remuneration from subsidiaries and associates Total				N/A 25.000,00	N/A 6.000,00	N/A	N/A	N/A	N/A	N/A 31.000,00	N/A	N/A N/A
	Independent	from 01/01/2023
Federica Ricceri	Director	to 31/12/2023	2023
Remuneration for the Com Remuneration from subsidiaries and associates		pany preparing the financial statements		25,000.00₁₀ N/A	14,000.00₁₂ N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	39.000,00 N/A	N/A N/A	N/A N/A
Total				25.000,00	14.000,00					39.000,00		N/A
Rossella Schiavini	Independent	from 01/01/2023	2023
Remuneration for the Com	Director	to 31/12/2023 pany preparing the financial statements		25,000.00₁₀	30,000.00₁₃	N/A	N/A	N/A	N/A	55.000,00	N/A	N/A
Remuneration from subsidiaries and associates				N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Total				25.000,00	30.000,00					55.000,00		N/A

Full name	Office	Period in office during the year 2023	Expiry of term of office: approval of the financial statements to 31/12	Fixed remuneration (Euro)	Remuneration for Committee membership (Euro)	Bonuses and other incentives	Non-equity variable remuneration (Euro) Profit sharing	Non- monetary benefits (Euro)	Other remunera tion (Euro)	Total (Euro)	Fair value of equity remuneration (Euro)	Termination or end-of service benefits (Euro)
	STATU	TORY AUDITORS
Paolo D e Mitri Remuneration for the Com	Chairman	from 01/01/2023 to 31/12/2023 pany preparing the financial statem	2023 ents	68,369.61₁₄	N/A	N/A	N/A	N/A	N/A	68,369.61	N/A	N/A
Remuneration from s Total	ubs idiaries and ass	ociates		N/A 68,369.61	N/A	N/A	N/A	N/A	N/A	N/A 68,369.61	N/A	N/A
Giovanni Ciurlo	Standing Auditor	from 01/01/2023 to 31/12/2023	2023
Remuneration for the Com Remuneration from s Total	ubs idiaries and ass	pany preparing the financial statem ociates	ents	45,863.08₁₅ N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	45,863.08 0.00	N/A N/A	N/A N/A
		from 01/01/2023		45,863.08						45,863.08		N/A
Enrica Perusia Remuneration for the Com Remuneration from s	Standing Auditor ubs idiaries and ass	to 31/12/2023 pany preparing the financial statem ociates	2023 ents	45,783.42₁₁ N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	45,783.42 N/A	N/A N/A	N/A N/A
Total				45,783.42						45,783.42		N/A
Full name	Office	Period in office during the year 2023	Expiry of term of office: approval of the financial statements to 31/12	Fixed remuneration (Euro)	Remuneration for Committee membership (Euro)	Bonuses and other incentives	Non-equity variable remuneration (Euro) Profit sharing	Non- monetary benefits (Euro)	Other remunera tion (Euro)	Total (Euro)	Fair value of equity remuneration (Euro)	Termination or end-of service benefits (Euro)
	KEY MANAGEMENT PERSONNEL (AGGREGATED)
Remuneration for the Com Remuneration from s Total	ubs idiaries and ass	pany preparing the financial statem ociates	ents	781.229,90 214.195,65 995,425.55₁₆	N/A N/A	1.411.666,19 85.097,90 1,496,764.09₁₇	N/A N/A	22.924,61 3.851,51 26,776.12₁₈	N/A N/A	2.215.820,70 303.145,06 2,518,965.76	N/A N/A	N/A N/A N/A
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12) (13) (14) (15) (16) (17) (18)	Remuneration for the position of Chairman of the Board of Directors Remuneration for the position of Chief Executive Officer Remuneration for the office of Non-Executive Director Remuneration for the position of Independent Director Compensation as member of the Related Parties Committee		Value of fringe benefits (car and accidents policy), shown according to the accruals principle and taxability Remuneration for the position of Chairman of the Board of Directors of HSD SpA. Remuneration for the position of Chairman, including documented reimbursement of expenses Remuneration for the position of Statutory Auditor, including documented reimbursement of expenses			Value of fringe benefits (car, healthcare policy and accidents policy), shown according to the accruals principle and taxability Remuneration for the position of Co-CEO € 100,000.00 - Fixed remuneration for the role of General Manager € 600,000.00 Bonus from MBO and LTI (see columns "2023 Bonus (€) - Payable/Paid and Deferred" and the column "Bonus for previous years (€) -Payable/Paid" and notes. Table 3B Value of fringe benefits (accommodation, life and accidents policies), shown according to the accruals principle and taxability Compensation as Chair of the Remuneration Committee € 8,000.00 and as member of the Control and Risks Committee € 6,000.00 Compensation as Chair of the Control and Risks Committee € 16,000.00, Chair of the Related Parties Committee € 8,000.00 and as member of the Remuneration Committee € 6,000.00 Fixed Remuneration for paid employment € 985,940.63 of which € 204,710.73 was paid by the subsidiary; compensation for duties on the Boards of subsidiaries € 9,484.92 Bonus from MBO and LTI (see columns "2023 Bonus (€) - Payable/Paid and Deferred" and the column "Bonus for previous years (€) -Payable/Paid" and notes. Table 3B Value of fringe benefits (car, accommodation, life and accidents policies), shown according to the accruals principle and taxability

				Financial instruments allocated in previous years and non vested during the year			Financial instruments allocated during the year		Financial instruments vested during the year and not allocated	Financial instruments vested during the year that can be allocated		Financial instruments for the year
Full name	Office	Plan	Number and type of financial instruments	Vesting period	Number and type of financial instruments	Fair value at the allocation date	Vesting period	Market price at allocation	Number and type of financial instrument	Number and type of financial instruments	Value at maturity date	Fair value
Mass im o Potenza	Co-Chief Executive Officer
	and General Manager
Remuneration from subsidiaries	Remuneration for the Company preparing the financial statem and associates		ents	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A
Total				N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
form)	Key Management Personnel (in aggregate
	Remuneration for the Company preparing the financial statem		ents	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Remuneration from subsidiaries	and associates			N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Total				N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A

Full name Office	Plan	Payable/Paid	Deferred	Deferral period	No longer payable	Payable/Paid	Still deferred
Co-Chief Executive Massimo Potenza Officer and General
Manager Rem uneration for the Company preparing the financial statem	Long-Term Incentive Plan 2021- ents 2023 of Biesse S.p.A. ₁	350,000.00₉	275,916.66₃	June 2024₄	N/A	N/A	114,333.34₅	N/A
	MBO₂	336,787.50₆	N/A	N/A	N/A	434,511.70₇	N/A	N/A
Rem uneration from subsidiaries and associates		N/A	N/A	N/A	N/A	N/A	N/A	N/A
Total		686.787,50	275.916,66			434.511,70	114.333,34
Key Management Personnel (in aggregate form )
Rem uneration for the Company preparing the financial statem	Long-Term Incentive Plan 2021- ents 2023 of Biesse S.p.A. ₁	426,696.00₉	280,658.66₈	June 2024₄	N/A	N/A	195107.38₅	N/A
	MBO ₄	225,355.27₆	N/A	N/A	N/A	283,848.88₇	N/A	N/A
Rem uneration from subsidiaries and associatesMBO	₄	27,192.60₆	N/A	N/A	N/A	57,905.30₇	N/A	N/A
Total		679.243,87	280,658,66			341.754,18	195.107,40
(1) The Long-Term Incentive Plan 2021-2023 of Biesse S.p.A. is the current medium/long-term incentive plan and provides for a cash bonus payment upon attainment of the financial and performance
targets set in the Plan. For more information on the "Long-Term Incentive Plan 2021-2023 of Biesse S.p.A.", please refer to the relevant Regulations available on the website www.biessegroup.com Investor Relations/Corporate Governance/Incentive Plan area (2) The MBO is the Biesse Group's short-term incentive plan (3) Share of the bonus pertaining to 2023 which can be paid at the end of the three years of the Plan, subject to checking that for each objective, the average results

• (2) The MBO is the Biesse Group's short-term incentive plan
• (3) Share of the bonus pertaining to 2023 which can be paid at the end of the three years of the Plan, subject to checking that for each objective, the average results for the three-year period have been attained, compared to the target values for the same period
• (4) The bonus will be paid at the same time as the payment of the salary for the second month after the approval by the Board of the consolidated financial statements on 31 December 2023
• (5) Share of the bonus pertaining to previous years (2021-2022) that may be paid at the end of the three-year period of validity of the Plan, subject to verification, with reference to each objective, of the achievement of results
• (6) MBO for the year 2023, which will be paid in April 2024
• (7) MBO for the year 2022, paid in 2023
• (8) Share of the bonus pertaining to 2023 which can be paid at the end of the three years of the Plan, subject to checking that for each objective, the average results averages of the three-year period compared to the target values of the same period, net of the portion set aside as at 31.12.2022 with reference to a member of KMP who ceased to be KMP in 2023
• (9) Amount of Advance disbursed pursuant to Article 8.3 of the Regulation

Information on shareholdings in the Company and subsidiaries of members of the administrative and supervisory bodies, general managers, other key management personnel and their close relatives

Shareholdings in the Company and subsidiaries of the administrative and supervisory bodies, general managers and their close relatives at 31/12/2023:

Surname	Name	Office	Subsidiary	Number of shares held at the end of financial year 2021	Number of shares purchased	Number of shares sold	Number of shares held at the end of financial year 2022
Giancarlo (through Bi.Fin srl)	Selci	Chairman of the Board of Directors	BIESSE S.p.A.	13,970,500	/	/	13,970,500
Roberto	Selci	Chief Executive Officer	BIESSE S.p.A.	O	/	/	O
Massimo	Potenza	Co-Chief Executive Officer	BIESSE S.p.A.	2,050	/	/	2,050
Alessandra	Baronciani	Member of the Board of Directors	BIESSE S.p.A.	0	/	/	0
Rossella	Schiavini	Independent Member of the Board of Directors	BIESSE S.p.A.	0	/	/	O
Federica	Ricceri	Independent Member of the Board of Directors	BIESSE S.p.A.	O	/	/	0
Ferruccio	Borsani	Independent Member of the Board of Directors	BIESSE S.p.A.	O	/	/	O

In addition, Mr Giancarlo Selci, who controls Biesse S.p.A. through Bi.fin Srl, also controls the companies as per the organisational chart below as at 31 December 2023:

Il restante 10% è detenuto dinettamente da Biesse S p.A. The remaining 10% is owned directly by Bresse S.p.A.

Shareholdings held in the Company and subsidiaries by other Key Management and by close relatives

With reference to other Key Management Personnel and their close family members, there are no further shareholdings in addition to those already reported by Mr Massimo Potenza.