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El.En.

Remuneration Information • Apr 18, 2024

4393_def-14a_2024-04-18_37565f59-c591-4650-9aec-1c0045f1d92e.pdf

Remuneration Information

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Website: www.elengroup.com

REPORT ON REMUNERATION AND REMUNERATION PAID PURSUANT TO ARTICLES 123-ter of the Italian Consolidated Law on Finance (T.U.F.) AND 84- QUATER OF REG. CONSOB 11971/1999

Approved by the Board of Directors at its meeting of 14 March 2024

CONTENTS

PREAMBLE 4
SUMMARY TABLE KEY FEATURES REMUNERATION POLICY 2021-2023 5
SECTION I - REMUNERATION POLICY 9
1. THE BODIES OR PERSONS INVOLVED IN THE PREPARATION, APPROVAL AND POSSIBLE
REVISION OF THE REMUNERATION POLICY (LETTER A) 9
2. Remuneration Committee: composition, competencies and modus operandi (letter b). 11
3. Remuneration and working conditions of the company's employees (letter c) 13
4. Use of independent experts (letter d) 14
5. Aims pursued with the remuneration policy, principles underlying it, duration, description
of changes in the remuneration policy submitted to the Shareholders' Meeting and review
criteria compared to the previous financial year (letter e) 14
6. Description of policies on fixed and variable remuneration components (with particular
regard to the indication of the relative proportion within the total remuneration and
distinguishing between short-term and medium- to long-term variable components) (letter
f) 16
7. Non-monetary benefits (letter g) 19
8. Description of the performance targets on the basis of which the medium- and long-term
variable components are allocated. Link between variation in performance and variation in
remuneration (letter h). 20
9. Criteria used to assess the achievement of performance targets underlying the award of
shares, options, other financial instruments or other variable components of remuneration,
specifying the extent of the variable component to be paid according to the level of
achievement of said targets (letter i) 23
10. Information aimed at highlighting the contribution of the remuneration policy, and in
particular the policy on variable remuneration components, to the company's strategy, the
pursuit of long-term interests and the sustainability of the Company (letter i). 24
11. Vesting periods, any deferred payment systems, with an indication of the deferral periods
and the criteria used to determine such periods and, if any, the mechanisms for ex post
correction of the variable component (malus or "claw-back" of variable compensation) (letter
j) 25
12. Information on whether there are any provisions for retaining the financial instruments
in the portfolio after their acquisition, with an indication of the retention periods and the
criteria used to determine these periods (letter k) 26
13. Treatments provided for in the event of termination of office or termination of
employment (letter l). 26
14. Any other insurance and social security cover (letter m) 26
15. Remuneration policy for independent administrators, members of internal board
committees, special assignments (letter o). 26
16. Any remuneration policies used as a reference (letter p) 27
17. Derogations for exceptional circumstances (letter q) 27

SECTION II - REMUNERATION PAID 29
FIRST PART 29
1.1. Description of items making up remuneration and severance indemnity 29
1.2. Indemnity in the event of early termination of the relationship 32
1.3. Derogations applied to the Policy 32
1.4.
back) 33		 Application of ex post correction mechanisms of the variable component(claw
1.5. Variation in pay and comparison information 33
1.6. Vote cast by the Shareholders' Meeting on this Section of the Report 34
PART TWO - TABLES 35

PREAMBLE

This report ("the Report") is prepared pursuant to Art. 123-ter of Italian Legislative Decree of 24 February 1998, no. 58 ("T.U.F.") and drawn up in accordance with Annex 3A, Schedule 7-bis of the CONSOB Issuers' Regulation 11971/1999 ("Issuers' Regulation"), as provided for by Art. 84-quater of the aforesaid Regulation as well as taking into account the recommendations contained in the Corporate Governance Code for Listed Companies approved by the Corporate Governance Committee of Borsa Italiana s.p.a. ("Code") to which El.En. s.p.a. ("the Company" or "El.En." or "the Issuer") adheres.

It illustrates the remuneration policy adopted by El.En. s.p.a. ("the Company") with reference to the Board of Directors, the general manager, any strategic executives and, to the extent compatible with the provisions of the law and, in particular, without prejudice to the provisions of Art. 2402 of the Italian Civil Code, to the members of the supervisory bodies to provide disclosure on the principles used to define the remuneration criteria.

It consists of the following two sections:

a) section I: describes the remuneration policy adopted by El.En. s.p.a. ("the Policy") with reference to the three-year period 2024-2026 in relation to the procedures envisaged and used for the adoption and implementation of the Policy, as well as the way in which it contributes to the Company's strategy, the pursuit of long-term interests and the sustainability of the Issuer; b) section II: consists of two parts. The first part contains the representation of each of the items that make up the actual remuneration, including the remuneration envisaged in the event of termination of office or termination of employment, and, lastly, analytically, the remuneration paid to the recipients of the Policy in the year of reference for any reason and in any form by the Issuer and its subsidiaries or affiliates, highlighting their consistency with the Policy for the year of reference.

The Report contains an indication of any equity investments held in the Company - and in its subsidiaries - by members of the management and control bodies, as well as by executives with strategic responsibilities, pursuant to and for the effects of Art. 84-quater, paragraph 4, of the Issuers' Regulation.

The Report was approved by the Board of Directors of El.En. s.p.a. in its meeting of 14 March 2024 and is submitted for the first time to the Shareholders' Meeting (the "Shareholders' Meeting") convened to approve the financial statements for the financial year 2023 pursuant to Art. 123-ter, paragraphs 3-bis and 6 of the TUF.

Section I is also be submitted to the Shareholders' Meeting for approval for the purposes of Art. 11.2 of the Regulation for transactions with related parties of El.En. s.p.a.

A table summarising the 2021-2023 policy to be replaced by the one covered in Section I is prefixed.

Pursuant to Art. 84-quater of the Issuers' Regulation, the Report is available to the public at the Issuer's headquarters and published on the website www.elengroup.com in the section "Investor Relations/Governance/Shareholders' Meeting Documents/2024/Ordinary And Extraordinary Shareholders' Meeting 29 April 2024 - 6 May 2024", as well as on the authorised storage mechanism eMarketSDIR available at as of 8 April 2024.

* * *

SUMMARY TABLE KEY FEATURES REMUNERATION POLICY 2021-2023

F
I
X
E
D
A
N
D
V
A
R
I
A
B
L
E
R
E
M
U
N
E
R
A
T
I
O
N
iv
Re
ce
er		 ix
d
l
F
e
an
nu
a
t
co
m
p
on
en
2
0
2
1-
2
0
2
3		 ia
b
le
Va
r
co
m
p
on
e
2
0
2
1
t
n
d
an
ta
p
er
ce
n
g
e o
n
lo
ba
l
g
re
m
un
er
a
io
t
n		 ia
b
le
Va
r
co
m
p
on
e
2
0
2
2
t
n
d
an
ta
p
er
ce
n
g
e o
n
lo
ba
l
g
re
m
un
er
a
io
t
n		 ia
b
le
Va
r
co
m
p
on
e
2
0
2
3
t
n
d
an
ta
p
er
ce
n
g
e o
n
lo
ba
l
g
re
m
un
er
a
1
io
t
n		 2
0
2
1-
2
0
2
3
Ta
ts
rg
e		 Ta
ts
rg
e
2
0
2
1-
2
0
2
3
h
ig
t
e
w		 f
he
ia
b
le
Pa
t o
t
y
m
en
v
ar
t
p
ar		 lo
Em
p
y
e
'
es
se
ve
ra
nc
e
in
de
i
m
n
ty
C
A
A
H
I
R
M
N		 E
U
R
1
7,
0
0
0.
0
0
t
to
p
ur
su
an
Ar
2
3
8
9,
t.
h
1
p
ar
ag
ra
p
f
he
l
I
ia
t
ta
o
n
C
l
Co
de
iv
i
E
U
R
5
1
0,
0
0
0.
0
0
t
to
p
ur
su
an
Ar
2
3
8
9,
t.
h
3
p
ar
ag
ra
p
f
he
(
).
I
t
t
o
C
l
Co
de
iv
i		 E
U
R
3
0
0,
0
0
0
(
6
5.
4
1
%
)		 E
U
R
5
5
2
8,
2
9
(
6
0.
5
%
)
7		 E
U
R
1
9
4,
3
2
7
(
5
3.
8
%
)
7		 F
I
N
A
N
C
I
A
L:
E
B
I
T
O
A
C
A
N
N-
F
I
N
N
I
L:
h
f
he
l
iev
t
t
ac
em
en
o
a
nn
ua
f
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l
l
i-a
ta
t
t
t
rg
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o
m
u
nn
ua
b
l
lan
in
i
i
ta
ty
su
s
a
p
,
b
le
m
ea
su
ra		 7
0
%
3
0
%		 I
N
M
O
N
E
Y
7
0
%
he
f
l y
in
in
ia
t
an
c
ea
r
fo
l
lo
he
in
in
t
g
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r
w
y
h
h
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t
ta
ts
w
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w
er
e
h
d
iev
ac
e
3
0
%
he
d o
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t
t
te
a
en
rm
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ice
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iu
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's
l
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g
ro
up
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su		 E
U
R
5
6,
0
0.
0
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p
er
y
ea
r
M
A
N
A
G
I
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C
O
(
A
S
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T
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L
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H
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G
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O
F
A
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R
N
L		 E
U
R
1
0
0
0.
0
0
7,
t
to
p
ur
su
an
Ar
2
3
8
9,
t.		 E
U
R
1
5
0,
0
0
0		 E
U
R
1
2
9,
2
6
5		 E
U
R
9
1
6
7,
7		 F
I
N
A
N
C
I
A
L:
l
da
d
i
te
co
ns
o
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B
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T		 7
0
%		 I
N
M
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Y
f
7
0
%
in
he
in
ia
l y
t
an
c
ea
r
fo
l
lo
he
in
in
t
w
g
y
ea
r		 E
U
R
6,
5
0
0.
0
0
p
er
y
ea
r

1 Please note that this amount is the total amount paid net of the negligible amount, less than EUR 2,000.00 per year, due to the revaluation on the deferred payment of 30% of the amount for the year of accrual.

C
O
N
T
R
O
L,
F
G
I
P,
S
U
S
T
A
I
N
A
B
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M
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L
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R,
,
)
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T
C.		 h
1
p
ar
ag
ra
p
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ia
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o
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l
de
C
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i
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E
U
R
1
5
0,
0
0
0.
0
0
t
to
p
ur
su
an
Ar
2
3
8
9,
t.
h
3
p
ar
ag
ra
p
f
he
(
I
).
t
t
o
l
de
C
iv
i
Co		 (
)
4
8.
6
0
%		 (
)
4
3.
6
3
%		 (
)
3
6.
7
8
%		 N
O
N-
F
I
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I
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h
f
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iev
t
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i
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s
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le
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ra		 3
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h
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ic
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ts
rg
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er
e
w
w
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iev
ac
e
he
d o
f
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3
0
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t
t
t
te
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en
rm
f o
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ice
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r
ev
a
e
on
ba
f
he
d
is
iu
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s
o
m
e
m
rm
fo
f
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t
p
er
rm
an
ce
o
's
l
t
g
ro
up
re
su
M
A
N
A
G
I
N
G
C
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D
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R		 E
U
R
1
7,
0
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0.
0
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t
to
p
ur
su
an
Ar
2
3
8
9,
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h
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ar
ag
ra
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ia
t
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de
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5
1
0,
0
0
0.
0
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to
p
ur
su
an
Ar
2
3
8
9,
t.
h
3
p
ar
ag
ra
p
f
he
(
).
I
t
t
o
C
l
Co
de
iv
i		 E
U
R
5
1
0
8,
7
0
(
0.
6
%
)
4
7		 E
U
R
5
9
3,
7
1
(
3
5.
9
5
%
)		 E
U
R
7
0,
4
4
3
(
2
9.
6
6
%
)		 A
C
A
F
I
N
N
I
L:
E
B
I
T
N
O
N-
F
I
N
A
N
C
I
A
L:
h
f
he
l
iev
t
t
ac
em
en
o
a
nn
ua
f
he
l
l
i-a
ta
t
t
t
rg
e
o
m
u
nn
ua
b
l
lan
in
i
i
ta
ty
su
s
a
p
,
b
le
m
ea
su
ra		 7
0
%
3
0
%		 O
I
N
M
N
E
Y
0
%
he
f
l y
7
in
in
ia
t
an
c
ea
r
fo
l
lo
he
in
in
t
g
ea
r
w
y
h
h
he
ic
t
ta
ts
w
rg
e
w
er
e
h
d
iev
ac
e
he
d o
f
he
3
0
%
t
t
t
te
a
en
rm
f o
f
f
lu
d
he
ice
t
o
re
va
e
on
,
ba
f
he
d
is
iu
t
-te
s
o
m
e
m
rm
fo
f
he
t
p
er
rm
an
ce
o
's
l
t
g
ro
up
re
su		 E
U
R
5
6,
0
0.
0
0
p
er
y
ea
r
Re
iv
ce
er		 F
ix
d
l
e
an
nu
a
t
co
m
p
on
en
2
0
2
1-
2
0
2
4
d
i
p
a		 Va
ia
b
le
r
co
m
p
on
e
2
0
2
1
t
n
d
an
ta
p
er
ce
n
g
e o
n
lo
ba
l
g
re
m
un
er
a
io
t
n		 Va
ia
b
le
r
co
m
p
on
e
2
0
2
2
t
n
d
an
ta
p
er
ce
n
g
e o
n
lo
ba
l
g
re
m
un
er
a
io
t
n		 Va
ia
b
le
r
co
m
p
on
e
2
0
2
3
t
n
d
an
ta
p
er
ce
n
g
e o
n
lo
ba
l
g
re
m
un
er
a
2
io
t
n		 Ta
2
0
2
1-
2
0
2
4
ts
rg
e		 Ta
ts
rg
e
2
0
2
1-
2
0
2
4
h
ig
t
w
e		 Pa
f
he
ia
b
le
t o
t
m
en
ar
y
v
t
p
ar		 Em
lo
p
e
y
'
es
se
ve
ra
nc
e
in
de
i
m
n
ty

2 This amount is net of the revaluation due on the deferred compensation percentage with respect to the year of accrual.

G
A
E
N
E
R
L		 E
U
R		 A
C
A
F
I
N
N
I
L:		 3.
3
3
%
7		 6
0
%
he
f
l y
in
in
ia
t
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c
ea
r		 C
C
N
L
M
A
N
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R		 5
5
3
0,
7
0.
0
0		 (
C
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ne		 fo
l
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in
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en		 E
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f
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o
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or
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V
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er
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d
(
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2
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%
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in
in
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re
s		 B
A
R
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fo
lo
k-
)
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ur
-y
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up		 G
I
N
1
0
0,
0
0
0.
0
0		 O
A
C
A
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F
I
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L		 2
6.
6
%
7		 he
f
l
in
in
ia
t
an
c
y
ea
r		 A
G
R
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E
M
No
n		 h
f
he
l
iev
t
t		 fo
l
lo
he
he
in
t
t
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r		 ]
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N
T
i
io
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co
m
p
e
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o
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e
o
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in
i
i
ta
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a
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b
le		 fe
(
2
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0
%
in
rr
e
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ea
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ra		 2
0
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)
4,
4
in
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ba
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re
va
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on
s
o
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iu
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-te
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rm
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o
's
l
t
g
ro
up
re
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-
lu
io
t
t
re
va
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SECTION I - REMUNERATION POLICY

1. THE BODIES OR PERSONS INVOLVED IN THE PREPARATION, APPROVAL AND POSSIBLE REVISION OF THE REMUNERATION POLICY (LETTER A)

THE POLICY ON THE BOARD OF DIRECTORS

With reference to the Board, Art. 21 of the Company's Articles of Association ("Articles of Association") envisages the following:

"Article 21

Remuneration

Members of the board of directors have the right to a refund for expenses sustained for their office.

The Shareholders' Meeting may decide to pay them fees, a share in profits, rights to subscribe to future shares issued at a prefixed price, severance indemnity and may stipulate additional policies in their favour for as long as they are in office.

The Shareholders' Meeting decides the overall amount of compensation for all administrators, including those with specific appointments.

The overall compensation of executive administrators must be structured in a way that a significant part is linked to economic results achieved by the company and/or to achieving certain specific goals indicated in advance by the board of directors."

Art. 20 of the Articles of Association reserves for the Board the "decision on the compensation of delegated bodies, the Chairperson and Board members assigned to specific posts; and, if the Shareholders' Meeting should not have done so, allocation of the total remuneration due to individual members of the Board of Directors and the Executive Committee."

The bodies involved in the preparation, approval and possible revision of the Policy, each within the scope of its competence, are:

  • the Shareholders' Meeting

  • the Board

  • the remuneration committee set up since 2000 within the Board ("the Committee") in accordance with the provisions of the Code to which the Company adheres

  • the Board of Statutory Auditors ("the Board of Statutory Auditors")

Therefore, in accordance with the legislation, including regulations, and the recommendations contained in the Code, the decision-making process concerning the approval of the Policy is as follows.

The Committee elaborates - with the support of the competent corporate departments and, if it deems it necessary, also with the help of independent experts - and formulates to the Board the proposal of the Policy and its description in the Report.

The Board examines and approves the Policy and the Report and submits them to the Shareholders' Meeting for a vote.

The Shareholders' Meeting examines and deliberates on the Policy and, therefore, on Section I of the Report with a binding vote, and on Section II with an advisory vote.

The Board of Statutory Auditors expresses its opinion in the cases provided for by law.

With regard to the timing of the process, the Board submits the Policy and the proposal for the total amount needed to implement it, which it has drawn up on the basis of the Committee's formulation, to the Shareholders' Meeting that appoints the administrative body.

The Shareholders' Meeting:

a) examines and resolves with a binding vote on the Policy in accordance with which, for the period of its validity, the variable part of the remuneration of the executive administrators, including the chairman, to the Board members holding special offices (hereinafter all "Administrators") is also paid and disbursed.

b) decides the total amount of the remuneration of all the members of the Board, both the fixed and the variable part, then takes steps to: directly subdivide at the meeting the fixed amount to be allocated in equal parts among all members; determine the amount that the Board will have available to allocate to the chairmen of the sub-committees; determine the amount that the Board will have available to allocate to the chairman and to the managing directors also through non-monetary benefits; and, finally, quantify the variable amount to be allocated to incentivising remuneration.

Subsequent to the Shareholders' Meeting that appoints the body and during the term of office, the Board, on the proposal of the Committee and in accordance with the Policy approved by the Shareholders' Meeting:

1) at least once every three years, when defining the structure of the newly-elected Board (delegation of powers; formation of internal board committees), having heard the opinion of the Board of Statutory Auditors, determines the division among the Administrators of the part of the remuneration allocated by the Shareholders' Meeting for this purpose;

2) on an annual or multi-annual basis, depending on the case to be regulated and having heard the opinion of the Board of Statutory Auditors, approves an incentivising remuneration policy and the amount attributable to the managing directors ("the Administrators") as the variable part of remuneration payable upon the achievement of certain pre-set results;

3) on an annual or multi-annual basis, depending on the matter to be regulated, approves, upon the Committee's proposal, the incentivising remuneration policy for the Company's general manager ("General Manager") and any other strategic executives of the Company ("Executives");

4) annually, on the occasion of the approval of the financial statements for the previous year, assesses the achievement of the targets assigned and determines the variable remuneration accrued by the Administrators, the General Manager and the Executives, also establishing the portion payable immediately and the portion payable later;

5) on a multi-annual basis assesses the achievement of the multi-annual targets assigned and determines the amount of the deferred variable remuneration that has become payable, as well as any revaluations or devaluation to be applied to that remuneration as established.

The Board

The Policy referring to the variable part defined by the Board contains an incentivising remuneration plan for the current financial year with the assignment of (multi-annual) targets - predetermined, measurable, of a financial and non-financial nature - to the Administrators (including the Chairman, if he is also a Managing Director), to the General Manager and to the Executives.

On the occasion of the approval of the annual draft financial statements for the previous year, the Board, upon the proposal of the Committee, having heard the opinion of the Board of Statutory Auditors, and having assessed the achievement of the pre-set goals assigned, assigns to the recipients of the incentivising remuneration plan the variable portion of remuneration

actually accrued according to the degree of achievement of the goals assigned and within the limits of the total amount established by the Shareholders' Meeting.

On the occasion of each approval of the annual draft financial statements for the previous year, the Board, upon the proposal of the Committee, having heard the opinion of the Board of Statutory Auditors, and having assessed the achievement of the pre-set goals assigned, assigns to the recipients of the incentivising remuneration plan the variable portion of remuneration actually accrued according to the degree of achievement of the goals assigned and within the limits of the total amount established by the Shareholders' Meeting.

The General Manager and other strategic executives

On the proposal of the Committee, the Board approves the incentivising remuneration policy for the Company's general manager and any other strategic executives of the Company and the maximum amount payable.

Subsequently, on an annual or multi-annual basis, depending on the circumstance, it approves the targets relating to the incentivising remuneration and the maximum amount attributable to the General Manager and the Executives as the variable part of remuneration due to them upon achievement of the targets,

Lastly, annually/multi-annually upon approval of the financial statements for the previous/last year closing the cycle, it assesses the achievement of the assigned targets and determines the variable compensation accrued, the portion payable immediately and the portion payable later.

Remuneration plans based on financial instruments

With regard to remuneration plans based on financial instruments, the Shareholders' Meeting is called upon to approve, pursuant to Art. 114-bis, paragraph 3 of the T.U.F., plans that can be defined as relevant pursuant to Art. 84-bis, paragraph 2 of the Issuers' Regulation ("Relevant Plans" or "Plans").

With reference to the Relevant Plans, the Committee is involved in the preliminary investigation and preparation of the plan and its details (vesting period, recipients, limitations on the Administrators, the General Manager and the Executives) and submits the Plan proposal to the Board for approval by the Shareholders' Meeting.

If the Plan envisages delegation of implementation to the Board, the Committee proceeds to draft the implementation proposal to be submitted to the Board for approval.

Thereafter, the Board implements the Plan in accordance with the resolution of the Shareholders' Meeting.

Revision of the Policy

If the prerequisites for a revision of the Policy are met, it is resubmitted to the Shareholders' Meeting on the basis of a revision proposal approved by the Board and prepared by the Committee.

Implementation of the Policy

The implementation of the Policy as a whole is therefore carried out by the Board with the support of the Committee and the Committee for Transactions with Related Parties, under the supervision of the Board of Statutory Auditors.

* * *

2. Remuneration Committee: composition, competencies and modus operandi (letter b).

The Committee is an internal board body and has been constituted by the Board since 2000, the year in which the Company was admitted to trading on the market managed by Borsa Italiana

s.p.a. It is elected by the Board at the inaugural meeting. The duration is aligned with the term of office of the administrative body.

The Committee currently in office was appointed by resolution of 14 May 2021 and expires with the approval of the financial statements for the year ending 31 December 2023.

It is composed of three members, all of whom are non-executive Board members, two of whom meet the independence requirements pursuant to Art. 147-ter, paragraph 4 of the T.U.F. and of the Code:

  • Fabia Romagnoli (non-executive, independent) chair
  • Alberto Pecci (non-executive)
  • Michele Legnaioli (non-executive, independent).

The Committee is governed by its own regulation, approved by the Board, which defines its composition, role and competences and regulates its appointment and functioning in line with the Code's recommendations.

The Committee, in accordance with Art. 9 of the relevant regulation, is entrusted with the tasks referred to in Art. 5 of the Code. It therefore acts in an advisory and propositional capacity:

  • assists the Board of Directors in defining the policy for the remuneration of administrators, members of the supervisory board and executives with strategic responsibilities;

  • periodically assesses the adequacy and overall consistency of the policy for the remuneration of administrators and executives with strategic responsibilities;

  • submits proposals or expresses opinions to the Board on the remuneration of executive administrators and other administrators holding particular offices, as well as on the setting of performance targets related to the variable component of such remuneration;

  • monitors the concrete application of the remuneration policy adopted by the Board and verifies, in particular, the actual achievement of performance targets;

  • reports to shareholders on how it exercises its functions.

In formulating its proposals, the Committee envisages:

  • that the remuneration of executive administrators, strategic executives and of the supervisory body is instrumental to the pursuit of the Company's sustainable success and takes into account the need to dispose of, retain and motivate people with the competence and professionalism required by the role held in the company;

  • that the remuneration of executive administrators, strategic executives and the supervisory body is defined taking into account the remuneration practices prevailing in the relevant sectors and for companies of similar size, also considering comparable foreign experiences;

  • that the remuneration policy for executive administrators and strategic managers defines:

a) a balance between the fixed component and the variable component that is appropriate and consistent with the company's strategic targets and risk management policy, taking into account the characteristics of the business activity and the sector in which it operates, while providing that the variable component represents a significant portion of the total remuneration;

(b) maximum limits on the disbursement of variable components;

c) performance targets, to which the payment of the variable components is linked, predetermined, measurable and linked in significant part to a long-term view, consistent with the company's strategic targets and aimed at promoting its sustainable success, including, where relevant, also non-financial parameters;

d) an adequate deferral period - with respect to the time of maturity - for the payment of a significant portion of the variable component, consistent with the characteristics of the business activity and the related risk profiles;

(e) contractual arrangements allowing the company to reclaim, in whole or in part, variable remuneration components paid (or to withhold amounts subject to deferral), determined on the basis of data which subsequently prove to be manifestly erroneous and other circumstances

which the company may have identified;

f) clear and pre-determined rules for the possible payment of termination indemnities which define the upper limit of the total amount payable by linking it to a certain amount or a certain number of years of remuneration and which, in case of significant amounts, provide for nonpayment upon achievement of objectively inadequate results;

(g) in the case of share-based remuneration plans for executive administrators and strategic managers, they incentivise alignment with shareholder interests over a long-term view, with a predominant portion of the plan having an aggregate vesting and retention period of the assigned shares of at least five years.

In the performance of its tasks and functions, the Committee ensures appropriate functional and operational links with the competent corporate structures and has the right to access the corporate information and functions necessary for the performance of its tasks. Should it avail itself of the information and support of the Administrators or other functions in the preliminary phase of its activities, it ensures that such persons as potential bearers of conflicting interests are not present and do not participate in any way in the deliberative phase of the meetings.

The Committee has the right to make use of external consultants and to dispose of any financial resources made available by the Company to an extent appropriate to the fulfilment of the tasks entrusted to it.

If the Committee intends to use the services of a consultant in order to obtain information on market practices regarding remuneration policies, it first verifies that the consultant is not in a situation that would compromise the independence of his or her judgement.

It meets whenever circumstances require it or one of its members deems it appropriate, and at least once in each financial year, in the first months of the year before the approval of the draft financial statements.

Meetings have a duration that varies according to the complexity of the topics to be discussed and are regularly minuted by a secretary and transcribed in a special minute book.

Following the meetings, the Committee reports at the first useful Board meeting or, if it deems it useful or necessary, requests a meeting to be convened during which to formulate its evaluations and proposals.

A description of the Committee's activities and further details on its functioning can be found in the Corporate Governance and Ownership Structure Report available on the Company's website www.elengroup.com in the Investor Relations/Corporate Documents section(https://elengroup.com/it/investor-relations/documenti-societari.html).

3. Remuneration and working conditions of the company's employees (letter c)

The Issuer pursues a Policy that envisages the inclusion among the non-financial targets assigned to both the Administrators and the General Manager and any Executives of targets linked both directly and indirectly to the pursuit of improving the working conditions of its employees, including remuneration.

The entire Group aims to attract, develop and retain the best talent by creating a stimulating working environment and promoting diversity and non-discrimination.

This is why the topic of "People" is one of the 12 material topics of the Sustainability Plan 2023- 2027 ("New Sustainability Plan"), divided into the areas of "workers' health and safety", "growth and training of employees" and "diversity, equal opportunities and nondiscrimination" and aims at achieving the following targets:

  • increase people's well-being (welfare, diversity, equal opportunities; health and safety)

  • promote the growth, training and development of people (training; surveys and communication; MBO variable remuneration).

4. Use of independent experts (letter d)

To date, the Company has relied on the resources available within the Company in defining the Policy, as well as on the competence and independent judgment of the Committee members. As things stand, the Committee has skills and experience within its ranks that are adequate to perform the functions entrusted to it by the Board and, where necessary, it has the power to avail itself of external consultants, whose independence of judgement it has assessed in advance, and to dispose of the financial resources made available by the Company in an adequate amount to perform the tasks entrusted to it.

5. Aims pursued with the remuneration policy, principles underlying it, duration, description of changes in the remuneration policy submitted to the Shareholders' Meeting and review criteria compared to the previous financial year (letter e)

The aims pursued with the Policy in general have always been to attract, retain and incentivise persons endowed with the professional and personal qualities necessary to manage and operate successfully within the Company and the Group with the aim of creating value in the short and medium-long term consistent with the principles of the code of ethics adopted by the entire Group and with the reference legislation, including regulatory provisions.

Over time, two factors have played a decisive role in the definition and evolution of the Policy: the continued presence on the Board of the Company's founding and historical shareholders committed full-time to the Company's operations and management, and the absence until 2016 of a General Manager.

The evolution of the Group's business and growth have also led to the need for a better formulation of the Policy. In fact, while the professionalism and dedication shown by the Administrators has never been conditioned by the size and nature of their remuneration and has constantly been assessed as a sufficient condition for aligning their interests with the pursuit of the priority target of creating value for shareholders over the medium to long term, the entry into management of persons outside the historical shareholding structure and the growing complexity of the Company's and Group's activities have led to an evolution of the Policy.

The 2023-2026 Policy is in continuity with that of the previous three-year period and is defined in line with the recommendations of the Code and with the objective of implementing the Group's strategic and sustainability plan and aligning the interests of the administrative body and strategic staff with those of the stakeholders in both the short and medium-long term.

It was defined taking into account the Strategic Financial Plan 2024-2026 and the New Sustainability Plan.

The remuneration of the Administrators and of the General Manager - the Company currently has no other Executives - envisages that a significant part of the remuneration is variable and linked to targets, including non-financial targets deemed as relevant, set by the Board and determined in accordance with the following principles:

a) the fixed component and the variable component are balanced consistently with the Company's strategic targets and risk management policy so that the fixed part is sufficient in itself to remunerate performance and that, at the same time, the variable part is significant, especially in the event of results exceeding the minimum targets assigned;

b) maximum limits on the disbursement of variable components are envisaged;

c) the performance targets, to which the payment of the variable components is linked are predetermined, measurable and linked in significant part to a long-term view, consistent with the company's strategic targets and aimed at promoting its sustainable success, including, where relevant, also non-financial parameters;

d) the payment of a significant portion (ranging from 30% to 40%) of the variable component is deferred for an adequate period of time with respect to the time of maturity; in the case of the granting of options or financial instruments on the basis of plans approved by the Shareholders' Meeting or paid as payment in kind, a vesting period up to the end of the assignment and at least five years and an adequate lock-up of a significant portion of the instruments granted is envisaged;

e) contractual arrangements are envisaged that allow the Company to reclaim, in whole or in part, variable remuneration components paid (or to withhold amounts subject to deferral), determined on the basis of data which subsequently prove to be manifestly erroneous in the case of malicious or fraudulent conduct of the recipients;

f) the indemnity or remuneration that may be due on termination of the administration or general management relationship is clear and predetermined and defines the upper limit of the total sum payable.

The remuneration of the members of the Board who do not hold delegated powers or special assignments related to the management of the Company are fixed and commensurate with the commitment required of each of them, taking into account the chairmanship of the internal board committees, if any. The remuneration of such persons is in no way linked to the results of the Company's management.

Remuneration is mainly paid in cash.

Compared to the remuneration policy already approved by the Shareholders' Meeting and relating to the previous three-year period, taking into account the considerations expressed by the shareholders during the dialogue activities, the provision - which was only used once in 2006 and by resolution of the Shareholders' Meeting - to award ad personam bonuses on the occasion of extraordinary transactions that were not foreseen or foreseeable, but whose significant benefit for the Company can be measured in equity terms and clearly attributable to the activity of the Administrators, other than the variable component linked to predefined targets, was eliminated.

In addition, malus clauses have been introduced with regard to Administrators in addition to the already existing claw-back clauses. It is also stipulated that the portion of deferred variable remuneration related to non-financial targets will be revalued/devalued by reference to nonfinancial targets instead of by reference to financial targets, as was the case for the 2021-2023 policy.

The Policy sets an upper limit for both the variable component referring to the Administrators and to the General Manager.

The Policy described is defined for the three-year period 2024-2026 in line with the term of office of the Board to be appointed by the Shareholders' Meeting convened for 29 April/6 May 2024 and therefore, unless any necessary amendments are made with the approval of the Shareholders' Meeting, it will be applied until the approval of the financial statements for the year ending 31 December 2026.

6. Description of policies on fixed and variable remuneration components (with particular regard to the indication of the relative proportion within the total remuneration and distinguishing between short-term and medium- to long-term variable components) (letter f)

Board members receive differentiated remuneration depending on whether they are executive or non-executive.

Administrators (executive including the chairman if he is the receiver of delegated powers):

The remuneration of the Administrators (including the chairman if he is the receiver of delegated powers) consists of the following items:

  • a) a fixed annual portion equal for all Board members, quantified, for the entire duration of the term of office, by the Shareholders' Meeting, pursuant to Art. 2389, para. 1 and 3, of the Italian Civil Code, upon appointment;
  • b) an additional annual fixed component predetermined in its total amount by the Shareholders' Meeting and allocated by the Board, pursuant to Art. 2389, para. 3, of the Italian Civil Code for the entire duration of the term of office, at the time of the conferral of the management powers;
  • c) a variable part that is determined by the Board on the basis of targets, both economic and non-economic, assigned by the Board on an annual and multi-annual basis;
  • d) non-monetary benefits;
  • e) end-of-mandate indemnity determined by the Shareholders' Meeting upon appointment;
  • f) stock options which, in respect of both the Stock Option Plan 2016-2025 and the Stock Option Plan 2026-2031, may only be exercised after three years from their allocation, if at least one of the Base Targets (as defined below) assigned has been achieved with reference to the previous year.

Variable remuneration paid to both Administrators, including the Chairman, and to the General Manager is subject to a claw-back clause.

Non-executive (and independent) Administrators

The remuneration of non-executive Administrators, including independent ones, consists of: a) the annual fixed component equal for all Board members, quantified, for the entire term of office, by the Shareholders' Meeting at the time of appointment.

b) an additional fee for the Board members appointed as chairmen of the internal board committees predetermined by the Shareholders' Meeting in its total amount.

General Manager

The remuneration of the General Manager consists of:

  • a) a fixed annual remuneration (Gross Annual Salary RAL) due to him or her as an executive;
  • b) a variable component determined as to composition and mechanism every four years and on the basis of economic and non-financial targets, determined by the Board on an annual and multi-annual basis;
  • c) stock options, which may be exercised if at least one of the Base Targets (as defined below) assigned in the previous year has been achieved;
  • d) a fixed annual fee that is paid annually in the course of the non-competition agreement following any termination of the employment relationship;

  • e) non-monetary benefits;
  • f) severance indemnity (TFR) set aside annually as an employee.

The variable remuneration paid to the General Manager is subject to a claw-back clause.

The Company currently has no other Executives.

Proportion between fixed and variable component

Administrators (including the chairman if he is receiver of delegated powers)

The fixed part is determined by the Shareholders' Meeting in its total amount to be divided between the chairman and the managing directors or those holding special offices.

The variable part is determined annually by the Board within the framework of the amount of money decided by the Shareholders' Meeting and allocated for this purpose.

The Board, upon the Committee's proposal, annually fixes a certain amount ("Target Amount") to be allocated to the variable remuneration of each Board member receiver of delegated powers or special assignments, differentiated on the basis of the role (chairman or managing director) and of the powers/assignments conferred.

The determination of the variable remuneration actually accrued by each receiver within the amount set by the Board is based on the level of achievement of the (financial and non-financial) targets assigned. A revenue threshold is set relative to the achievement of the basic financial and non-financial target below which no variable remuneration is due under any circumstances.

The Board - upon proposal of the Committee - after verifying the results achieved, compares them with the targets set and proceeds to assess the accrual of the recipients' right to the variable component and to quantify the amount due, if any. Based on the level of achievement of the individual targets, an overall coefficient, which may vary from 0% to 110%, is calculated and applied to the Target Amount.

If the maximum target assigned is exceeded, the remuneration plan envisages the possibility of awarding a bonus of up to 50% of the Target Amount.

If the income threshold has been reached and therefore the recipients have accrued the right to the variable part of their remuneration, 70% of the component actually due is paid during the financial year, while the payment of the remaining 30% takes place on a deferred (three-year) basis, increased or decreased according to the level of achievement of the assigned multiannual target.

The variable component relating to the achievement of annual targets provides an incentive weighing between 30% and 70% of total remuneration, depending on the level of achievement of the targets and the receiver.

The variable component relating to the achievement of multi-annual targets provides an incentive weighing between 5% and 15% of total remuneration.

Specifically, over the course of the 2021-2023 policy, the weight of variable remuneration on total remuneration was as follows:

  • 2021: respectively 65.41% for the Chairman, 48.60% for the Managing Director also in charge of internal control, and 40.67% for the other Managing Director.

  • 2022: respectively 60.75% for the Chairman, 43.63% for the Managing Director also in charge of internal control, 35.95% for the other Managing Director;

  • 2023: respectively 53.78% for the Chairman, 36.78% for the Managing Director also in charge of internal control, and 29.66% for the other Managing Director.

General Manager

The Policy envisages an upper limit to the allocation of the variable component of the General Manager's remuneration.

The variable remuneration of the General Manager consists of several components:

a) 80% of the variable component is paid during the financial year in which the Board assesses the accrual of the right on the basis of the Group's performance and on the proposal of the Committee. It is paid as follows:

  • 60% in cash

  • 20% in kind, through shares in a number equal to the amount divided by the average price in the 60 days preceding the approval of the annual consolidated financial statements by the Board of Directors, rounded up to the nearest ten. The assignment will take place annually by 31 July and the General Manager will be subject to lock up for the next 4 years;

b) 20% of the variable component is paid on a deferred basis as follows:

  • 60% in the year of approval of the annual accounts of the second year after vesting;

  • 40% in the year of approval of the annual accounts of the third year after vesting.

The sums referred to in b) above will be subject to revaluation on the basis of the growth of the Group's results and in relation to the growth of the capital invested to achieve them.

The variable component related to the achievement of annual targets provides an incentive weighing 60% to 80% of the total remuneration depending on the level of achievement of the targets.

Specifically, over the course of the 2021-2023 policy, the weight of variable remuneration on total remuneration was as follows:

  • 2021: 69.32%

  • 2022: 74.57%

  • 2023: 73.97%.

Nature of the targets

As for the Administrators, the variable remuneration plan provides for the assignment of targets linked to the economic results of the Company and the Group and non-financial targets linked to the implementation of the New Sustainability Plan.

Financial targets account for 70% of the variable component, non-financial targets for 30%. As for the General Manager, for whom, equally, the variable remuneration plan provides for the assignment of targets linked to the Company's and the Group's economic results and nonfinancial targets linked to the implementation of the New Sustainability Plan, the financial targets affect 75% of the variable component, the non-financial ones 25%.

Stock Options

With reference to stock options, they have precise conditions of exercise.

Stock Option Plan 2016-2025

In 2016, the Company approved the Stock Option Plan 2016-2025 in relation to which the following documents are available on the Company's website www.elengroup.com in the following respective sections:

a) minutes of the approval of the Shareholders' Meeting on 12 May 2016 of the Stock Option Plan 2016-2025 and accompanying documentation including, within the explanatory report of the administrative body of the subject, the information document, updated as at 25 March 2016, prepared pursuant to Art. 84-bis of the Issuers' Regulation. Investor Relations/Shareholders' Meeting Documents/Annual and Extraordinary Shareholders' Meeting 26 April 2016 - 12 May

2016;

2016-2025.

b) minutes of the Board meeting held on 13 September 2016 for the implementation of the Stock Option Plan 2016-2025 and the exercise of the proxy, pursuant to Art. 2443 of the Italian Civil Code, of the reserved capital increase to service that plan with accompanying documentation - sect. Investor Relations/Corporate Documents/Stock Option Plan 2016-2025; c) the disclosure document, updated as at 13 September 2016, prepared pursuant to Art. 84-bis of the Issuers' Regulation and containing (pp. 16 et seq.) table no. 1 envisaged by paragraph 4.24 of Annex 3A, Schedule 7 - sect. Investor Relations/Corporate Documents/Stock Option Plan

Stock Option Plan 2026-2031

The Shareholders' Meeting of 15 December 2022 approved the Stock Option Plan 2026-2031 in connection with which the following documents are available on the Company's website www.elengroup.com in the respective sections:

a) Board's Explanatory Report on the Company's website sect. Investor Relations/Governance/Shareholders' Meeting Documents/2022/Ordinary And Extraordinary Shareholders' Meeting 15 December 2022.

b) the disclosure document, updated to 15 November 2022, prepared pursuant to Art. 84-bis of the Issuers' Regulation and containing the tables envisaged by paragraph 4.24 of Annex 3A, Schedule 7, both in sect. Investor Relations/governance/Shareholders' Meeting Documents/2022/Ordinary And Extraordinary Shareholders' Meeting 15 December 2022 both in sect. Investor Relations/Corporate Documents/Stock Option Plan 2026-2031;

c) minutes of the approval of the Shareholders' Meeting on 15 December 2022 of the Stock Option Plan 2026-2031 and accompanying documentation including the opinion issued by the independent auditor EY s.p.a. on the criteria for determining the exercise price of the options prepared pursuant to Art. 2441, VI, para. of the Italian Civil Code in sect. Investor Relations/Governance/Shareholders' Meeting Documents/2022/Ordinary And Extraordinary Shareholders' Meeting 15 December 2022;

d) minutes of the Board meeting held on 15 March 2023 for the implementation of the Stock Option Plan 2026-2031 and the partial exercise of the proxy, pursuant to Art. 2443 of the Italian Civil Code, of the reserved capital increase to service that plan with accompanying documentation - sect. Investor Relations/Corporate Documents/Stock Option Plan 2026-2031;

e) the disclosure document, updated to 15 March 2023, prepared pursuant to Art. 84-bis of the Issuers' Regulation and containing the tables envisaged by paragraph 4.24 of Annex 3A, Schedule 7 - sect. Investor Relations/Corporate Documents/Stock Option Plan 2026-2031.

7. Non-monetary benefits (letter g)

Administrators, including the chairman with delegated powers, and the General Manager are recipients of non-monetary benefits.

These benefits consist for the Administrators in the allocation of a company car for mixed use, and for the General Manager, in addition to the allocation of the car, in the stipulation in his or her favour of three policies (Fasi supplementary health insurance; policy in the event of death or invalidity; extra-professional accident policy).

All Board members and executives of the Company and the Group are beneficiaries of a D&O liability policy.

The amounts of non-monetary benefits represent a portion for the Administrators of less than 3% of the fixed remuneration of each, for the General Manager of less than 7% of the fixed remuneration, excluding the non-competition agreement.

8. Description of the performance targets on the basis of which the medium- and longterm variable components are allocated. Link between variation in performance and variation in remuneration (letter h).

Variable components are assigned upon the achievement of annual or multi-annual targets built on the ability to generate value and pursue the sustainable success of the Company and the Group.

For Administrators and the General Manager, performance targets are both financial and nonfinancial in nature.

- ADMINISTRATORS -

There is an annual monetary variable remuneration for each of the Administrators, awarded depending on the achievement of both financial and non-financial targets set.

At the time of the assignment of the targets, the Target Amount, in cash, assignable to each of the recipients is defined by the Board on the proposal of the Committee.

The Target Amount is divided into two components differentiated according to the nature of the targets: 70% is allocated to financial targets and 30% to targets of a non-financial nature.

A) Component linked to targets of a financial nature.

It accounts for 70% of the total variable component of each of the recipients.

The financial target is set by the Board on a proposal from the Committee.

The annual financial target is the consolidated EBIT.

The target is envisaged and expressed in terms of percentage achievement of the target EBIT for the year. The following are set: a gateway value ("Base") - which constitutes the entry threshold of the variable component below which nothing is due - equal to 90% of the Pre-set EBIT, an intermediate value ("Target") equal to 100% of the Pre-set EBIT and a maximum value ("Maximum") equal to 120% of the Pre-set EBIT.

When the Base value is reached, 50% of the Target Amount is awarded in cash. The targetrelated variable component may be increased according to a linear progression depending on the extent of the consolidated EBIT actually realised up to a maximum of 110% of the Target Amount.

Of the variable component actually accrued for the first two years of the term of office, 70% is paid in the financial year following the attainment of the target, 30% is paid deferred at the end of the term. With regard to the last year of the term of office, the variable component actually accrued with reference to the annual target is paid at 100%.

The multi-annual financial target is the growth of the consolidated EBIT consistent with the three-year strategic plan 2024-2026.

The variable component relating to the multi-annual financial target consists of the revaluation or devaluation of 30% of the variable remuneration accrued for each financial year and which has not been paid. This deferred component at the end of the three-year term of office is revalued (or devalued) - depending on the long-term financial performance trend - by the percentage resulting from the ratio of the EBIT growth rate achieved in accordance with the strategic plan 2023-2026 to the invested capital.

FINANCIAL LEVEL
OF		 VARIABLE VARIABLE WEIGHT
ON
TARGETS ACHIEVEMEN COMPENSATION COMPENSATION PAID TOTAL
(70%) T
OF
THE		 ACCRUED REMUNERATION
TARGET PAID
(FIXED+VARIABL
E)
Annual: < 90% 0 0 0
ANNUAL 90% 50% of the Target Amount 70% OF VARIABLE
CONSOLIDATE REMUNERATION
D EBIT SET BY ACCRUED ANNUALLY
THE BoD WITH REFERENCE TO 30%-70%
100% Target Amount FINANCIAL TARGETS
120% 110%
of
the
Target
Amount
Multi-annual: 0 0 0
CONSOLIDATE 0.1-100% 30% OF THE VARIABLE 30% OF THE VARIABLE
D
EBIT		 REMUNERATION REMUNERATION
GROWTH ACCRUED
IN
THE		 ACCRUED
IN
THE
RATE PREVIOUS TWO YEARS PREVIOUS TWO YEARS
TARGETED IN WITH
REFERENCE
TO		 WITH
REFERENCE
TO
THE THE
FINANCIAL		 THE
FINANCIAL		 5-15%
STRATEGIC TARGETS
RE		 TARGETS
RE
PLAN
2024-		 EVALUATED/DEVALUAT EVALUATED/DEVALUAT
2026 ED BY THE RESULT OF ED BY THE RESULT OF
THE
EBIT/CAPITAL		 THE
EBIT/CAPITAL
EMPLOYED RATIO EMPLOYED RATIO

With regard to stock options, it has been said above that they are exercisable, and therefore the receiver can derive the economic benefit, once the minimum entry threshold, i.e. the Base target, has been reached in the year.

2) Component linked to targets of a non-financial nature.

It accounts for 30% of the total variable component of each of the recipients.

The non-financial targets are linked to the implementation of the New Sustainability Plan.

These targets are approved by the Board on a Committee proposal.

These are pre-determined and measurable targets selected from among the strategic targets identified by the Company within the framework of the plan and pertaining to the following areas: supply chain, direct and indirect emissions, staff incentive systems aimed at implementing the New Sustainability Plan, staff training and growth.

For each area, a specific and differentiated weight has been established on the variable part possibly due to the recipients.

The variable component for each area is accrued with reference to the degree of achievement of individual targets. Of the variable component actually accrued for the first two years of the term of office, 70% is paid in the financial year following the attainment of the target, 30% is paid deferred at the end of the term. With regard to the last year of the term of office, the variable component actually accrued with reference to the annual target is paid at 100%. The multi-annual target is the completion of all targets.

The variable component related to the multi-annual non-financial target consists of the revaluation or devaluation of 10% of the variable remuneration accrued with reference to the non-financial targets for each financial year for which deferred payment was foreseen.

NON-FINANCIAL WEIGHT OF THE VARIABLE VARIABLE REMUNERATION
TARGETS INDIVIDUAL REMUNERATION PAID AT THE END OF THE
(30%) TARGET ON THE PAID ANNUALLY TERM OF OFFICE
VARIABLE
COMPONENT
RELATED TO NON
FINANCIAL
TARGETS
ACHIEVEMENT OF THE 10%
ANNUAL TARGET OF
THE
MULTI-ANNUAL
SUSTAINABILITY PLAN
(SUPPLY CHAIN AREA)
ACHIEVEMENT OF THE 6%
ANNUAL TARGET OF
THE
MULTI-ANNUAL
SUSTAINABILITY PLAN
(DIRECT
EMISSIONS
AREA) 30% OF THE REMUNERATION
ACHIEVEMENT OF THE 4% ACCRUED
UPON
THE
ANNUAL TARGET OF ACHIEVEMENT
OF
THE
THE
MULTI-ANNUAL		 TARGET
ACCRUED
IN
THE
SUSTAINABILITY PLAN 70%
OF
THE		 PREVIOUS TWO YEARS WITH
(INDIRECT EMISSIONS REMUNERATION REFERENCE
TO
NON
AREA) ACCRUED
UPON		 FINANCIAL
TARGETS
ACHIEVEMENT OF THE 5% ACHIEVEMENT OF REVALUED/DEVALUED
BY
ANNUAL TARGET OF THE TARGET 10%
IN
THE
EVENT
OF
THE
MULTI-ANNUAL		 ACHIEVEMENT/
NON
SUSTAINABILITY PLAN ACHIEVEMENT
OF
ALL
(MBO AREA STAFF) TARGETS IN THE THREE-YEAR
ACHIEVEMENT OF THE 5% PERIOD,
ANNUAL TARGET OF
THE
MULTI-ANNUAL
SUSTAINABILITY PLAN
(STAFF
TRAINING
AREA)

General Manager

As for the General Manager, an employee of the Company, he is the receiver of an annual and four-year variable remuneration plan based on the achievement of objectively measurable targets.

The objectives were drawn up taking into consideration, on the one hand, the growth of profitability in the medium to long term and, on the other hand, the sustainable success of the Company and the Group. Targets, both annual and multi-annual in nature, were therefore assigned, and deferred payment of a substantial portion of variable remuneration to be revalued on the basis of the Group's multi-annual growth was envisaged.

The targets are both financial (consolidated EBIT, excluding the cutting sector) and nonfinancial (achievement of the same sustainability targets assigned to the Administrators).

Remuneration is partly in cash and partly in shares of the Company with a commitment to hold these financial instruments for four years after the award. For the General Manager, the fixed part of the remuneration is balanced by an appropriate variable part.

The targets consist of:

a) annual targets:

  • financial: 2.2% of the difference between the annual consolidated EBIT achieved and the annual consolidated EBIT predetermined by the Board as the gateway ("Base"), excluding the result achieved with reference to the laser cutting sector and the results (profits and losses) that are the consequence of extraordinary operations.

  • non-financial: an additional 0.8% on the difference defined in the previous point to be allocated depending on the achievement of at least 80% of the same annual non-financial targets assigned by the Board to the Administrators.

b) multi-annual objectives:

b1- 20% of the remuneration due on the basis of the annual targets will be paid on a deferred basis and re-evaluated on the basis of the growth of the Group's results in relation to the growth of the capital invested to achieve them.

b2 - 20% of the remuneration due on the basis of the annual targets will be paid through the allocation of shares of El.En. Spa, in numbers equal to the aforementioned amount divided by the average of the prices in the 60 days preceding the approval of the annual financial statements, rounded up to the nearest ten. The assignment will take place annually by 31 July and the General Manager will be subject to a 4-year lock-up.

9. Criteria used to assess the achievement of performance targets underlying the award of shares, options, other financial instruments or other variable components of remuneration, specifying the extent of the variable component to be paid according to the level of achievement of said targets (letter i)

The evaluation for the achievement of performance targets takes place:

  • a) as to the economic-financial targets on the basis of the annual budget data approved by the Board with reference to the relevant financial year and, for the multi-annual targets, on the growth rate of the parameter taken as a measure for the achievement of the assigned target; the indicators relate to current operations.
  • b) as to non-financial targets by comparing the assigned target with what has actually been achieved. The verification is carried out by the Committee and then by the entire Board on the basis of the information flows received from the corporate functions in charge of the sector being evaluated.

The qualitative targets assigned are always measurable on the basis of criteria established by the Board on a proposal from the Committee when assigning them. The achievement of the assigned quantitative targets is reflected in the evidence published in the annual NFS, which is subject to review.

As for the incentive remuneration plans based on financial instruments, the Administrators and the General Manager are already the recipients of options to subscribe to newly issued ordinary shares of the Company, following their assignment on the basis of the two stock option plans mentioned in Section 6 of the Report above. For both plans, there are prerequisites for the exercise of options.

For the Stock Option Plan 2016-2025 implemented by the Board on 13 September 2016 with the granting of options to subscribe for newly issued ordinary shares of the Company from 14 September 2019:

a) all recipients will be vested as of the third year following assignment;

b) for Administrators and the General Manager, it is envisaged that the exercise of the options granted may only take place if they have attained in the relevant financial year at least the Base value of the targets allocated by the Board;

c) Administrators alone are required to hold until the end of their term of office at least 5% of the shares resulting from the exercise of the options granted.

Full details of the Stock Option Plan 2016-2025 are available on the Company's website www.elengroup.com - sect. Investor Relations/Corporate Documents/Stock Option Plan 2016/2025;

For the Stock Option Plan 2026-2031 implemented by the Board on 15 March 2023 with the granting of options to subscribe for ordinary shares of the Company from 1 April 2026:

a) all recipients are to be vested from the third year following the award;

b) for the Administrators and the General Manager, it is envisaged that the exercise of allocated and vested options may only take place if they have attained in the relevant financial year at least the Base value of the targets allocated by the Board;

c) Administrators and the General Manager are required to hold until the end of their term of office, and in any case for a period of not less than five years from the allocation, at least 10% of the shares resulting from the exercise of the options allocated.

Full details of the Stock Option Plan 2026-2031 are available on the Company's website www.elengroup.com - sect. Investor Relations/Corporate Documents/Stock Option Plan 2026- 2031.

For the General Manager, the incentivising remuneration plan envisages that a portion of variable remuneration (20% of remuneration due on the achievement of annual targets) will be paid in shares of the Company subject to a four-year lock-up from the date of assignment.

* * *

10. Information aimed at highlighting the contribution of the remuneration policy, and in particular the policy on variable remuneration components, to the company's strategy, the pursuit of long-term interests and the sustainability of the Company (letter i).

The Board considers that the remuneration policy contributes to the corporate strategy to varying degrees depending on who it is aimed at.

With reference to the General Manager, the remuneration plan of which he is currently the receiver, and in any case, more in general, similar plans intended for persons involved in company management outside the historical shareholding structure makes it possible to achieve an objective of stability in the coverage of the role for the consistent achievement of strategic targets of a mainly economic nature and positioning in markets characterised by a limited number of players.

With reference to the Administrators, in addition to the attainment of said targets, the remuneration plan they receive is also relevant from the point of view of the pursuit of the longterm interests of the Company and the Group, as the targets are structured in such a way as to avoid their attainment through short-term management choices that would potentially undermine the sustainability of the Company and therefore its and the Group's ability to generate profit and create value in the long term.

* * *

11. Vesting periods, any deferred payment systems, with an indication of the deferral periods and the criteria used to determine such periods and, if any, the mechanisms for ex post correction of the variable component (malus or "claw-back" of variable compensation) (letter j)

In addition to what has been said in connection with paragraph 9 above in relation to the vesting period of the right to exercise the options relating to the Stock Option Plan 2016-2025, the Stock Option Plan 2026-2031 and the four-year transfer ban to which the shares granted to the General Manager as part of his variable remuneration are subject, the Policy envisages the following.

With the exception of the last year of the term of office, 70% of the variable portion of the remuneration due to the Administrators is paid in the financial year following the year in relation to which the targets were assigned, and the remaining 30%, possibly re-evaluated as described in paragraph 8 above, at the end of the term of office.

The 20% of the variable part of the General Manager's remuneration accrued in relation to the annual targets is paid in deferred payment as follows:

i) 60% of the amounts accrued up to that time, following the approval of the 2023 annual financial statements, with the salary of the month following the month in which the financial statements were approved by the Shareholders' Meeting;

ii) the balance of the amounts accrued, following the approval of the FY2024 financial statements, with the salary of the month following the month in which the financial statements were approved by the Shareholders' Meeting.

Lastly, both the Administrators and the General Manager are recipients of and have signed specific claw-back clauses under which they will be required to return any sums attributed to them by virtue of incentivising remuneration plans, including those based on financial instruments approved during their term of office, if the sums have been paid for the achievement of the targets envisaged in the aforesaid plans that have been proven to be distorted by data that have been found to be manifestly and objectively incorrect by the end of the second financial year following that in which the respective sums were received. For the new Stock Option Plan 2026-2031, this clause has been supplemented with the provision of the Company's right to request the return, in whole or in part, of the options granted but not yet exercised or the return of the shares owned by the beneficiary resulting from the exercise of the vested options, or the return, in whole or in part, of the net gains obtained by the beneficiary as a result of the exercise of the options, in the event that the Board, after consulting the Remuneration Committee, ascertains, during the course of the Plan and/or within 3 years of the end of the Plan: (1) that the targets have been determined on the basis of data that have proven to be manifestly erroneous or that the data used to calculate the targets have been maliciously altered; (2) that the beneficiary has engaged in conduct that has resulted in a significant loss for the Issuer, any Group company or the Group in general; (3) that the beneficiary has engaged in fraudulent or grossly negligent conduct to the detriment of the Issuer, any Group company or the Group in general.

For Administrators, malus clauses, identical in content to the claw back clauses in terms of the trigger conditions, are also envisaged as of 2024 for the portion of variable remuneration that is deferred and thus not paid.

* * *

12. Information on whether there are any provisions for retaining the financial instruments in the portfolio after their acquisition, with an indication of the retention periods and the criteria used to determine these periods (letter k)

In addition to what has been said in connection with paragraph 9 above in relation to the Stock Option Plan 2016-2025, the Stock Option Plan 2026-2031 and paragraph 10 in relation to the prohibition on the transfer of any shares granted under the General Manager's incentivising remuneration plan, there is no further information.

* * *

13. Treatments provided for in the event of termination of office or termination of employment (letter l).

The Administrators, who are not employees of the Company, receive an end-of-mandate indemnity of EUR 6,500.00 each per year of office.

The provision of these sums is mainly done by taking out a special insurance policy.

Payment is foreseen at the end of the term of office.

The current Board expires with the approval of the 2023 annual financial statements.

As for the General Manager, there are no particular provisions other than the relevant collective bargaining agreement.

He is an executive with an employment contract.

With regard to the effect of the termination of the relationship on the options granted in connection with the Stock Option Plans described in paragraphs 6 and 9 of this report, please refer to the regulations of the plans respectively attached to the minutes of implementation of the Board on 13 September 2016 (www.elengroup.com - sect. Investor Relations/Corporate Documents/Stock Option Plan 2016-2025 ) and 15 March 2023(www.elengroup.com - sect. Investor Relations/Corporate Documents/Stock Option Plan 2026-2031).

No post-termination benefits are provided for either Administrators or General Managers.

14. Any other insurance and social security cover (letter m)

In line with best practices, an insurance policy is envisaged, known as D&O (Directors & Officers) Liability for third-party liability of the corporate boards, general managers, managers with strategic responsibilities in the exercise of their functions, aimed at indemnifying the group and the corporate boards against the costs arising from the relevant compensation, resulting from the provisions set out in the applicable national collective bargaining agreement and the rules on mandates, excluding cases of wilful misconduct and gross negligence. Apart from what is provided for by law in the case of an employment relationship, there is no other insurance cover, i.e. social security or pension cover, in favour of corporate boards. The General Manager is the beneficiary of what is described in paragraph 7.

15. Remuneration policy for independent administrators, members of internal board committees, special assignments (letter o).

All Administrators, including independent ones, are entitled to a predetermined fixed basic remuneration approved by the Shareholders' Meeting.

As of 2021, the Shareholders' Meeting granted a further, modest increase in the fixed remuneration for non-executive Board members, including independent Board members, who are appointed as chairmen of internal board committees. In this regard, see the illustrative

report filed by the Board on 18 March 2021, which can be consulted on the company's website www.elengroup.com (section Investor Relations/governance/Shareholders' Meeting documents/2021/Ordinary Shareholders' Meeting 27 April 2021 - 4 May 2021).

The Board proposed to the Shareholders' Meeting called to elect the new administrative body for the three-year period 2024-2026 an additional increase of EUR 1,000.00 per year gross.

The payment of additional remuneration is linked to the performance of functions with delegated powers on an ongoing basis.

In this context, the chairman, as a managing director, also receives a higher fixed remuneration component than non-delegated Board members, as well as a variable remuneration component, as described in the relevant sections above.

16. Any remuneration policies used as a reference (letter p)

Without prejudice to the best practices adopted internationally by listed issuers, with reference to share-based incentive plans, there are no particular remuneration policies used as a specific reference.

It should also be noted that, before proposing to the Shareholders' Meeting the determination of the remuneration of the Board of Directors and the Board of Statutory Auditors, the Board examines the remuneration paid to the relevant bodies of other companies of comparable sector and size.

17. Derogations for exceptional circumstances (letter q)

With regard to the "exceptional circumstances" that allow for temporary derogations from the Policy approved by the Shareholders' Meeting, it should be noted that they refer to situations in which the derogation is necessary for the pursuit of the long-term interests of the Company and the sustainability of the Group as a whole or to ensure its ability to stay on the market.

By way of example, they may refer to the need to quickly attract, retain or motivate figures with the appropriate skills and qualifications for situations that need to be managed dynamically and quickly in order to successfully manage contingent situations not foreseen when the Policy was approved.

The procedure that will be applied is that relating to the drafting of the Policy in general and any revisions, so if this becomes necessary due to unforeseeable and exceptional circumstances, it will be done at the proposal of the Committee, having heard the Board of Statutory Auditors in accordance with the above and, where necessary, the Company's Regulation of Transactions with Related Parties.

The elements of the Policy that may be waived may concern, among others, the extent of fixed remuneration, the objectives and the extent of variable remuneration, the manner and timing of payment.

At present, the Company has had no need to deviate from the Policy.

* * *

B) THE REMUNERATION POLICY OF THE SUPERVISORY BODIES

In accordance with Art. 2402 of the Italian Civil Code, the remuneration of the Board of Statutory Auditors is determined as a fixed amount at the time of appointment by the Shareholders' Meeting upon proposal of the Board. In this respect, the Board formulates its proposal on the basis of the following elements:

a) the industry tariffs in force;

b) a comparison with the remuneration paid to the auditors of other companies of comparable sector and size;

c) the commitment required and the relevance of the role played by each of them.

The remuneration, in accordance with the law and consistent with the supervisory role of the auditing body, remains unchanged until the termination of office and is paid on an annual basis. The Board of Statutory Auditors is not the receiver of any variable component.

The Board of Statutory Auditors, like the Company's administrative bodies and executives, is covered by D&O insurance.

SECTION II - REMUNERATION PAID

FIRST PART

1.1. Description of items making up remuneration and severance indemnity

Consistently with Section I of this report, the members of the current Board of Directors for the financial year 2022 were remunerated as follows.

The Shareholders' Meeting at the time of the appointment of the Board expiring with the approval of the financial statements for the year 2023, which took place on 27 April 2021, set, until a new and different resolution of the Shareholders' Meeting, at EUR 1,578,000.00 (one million five hundred and seventy-eight thousand point zero zero) as the maximum gross annual indemnity to be granted in total to the 7 (seven) members of the Board and to be allocated as follows:

a) a total of EUR 119,000.00 (one hundred and nineteen thousand point zero zero) gross per year in equal parts among the members of the Board of Directors;

b) a total of EUR 9,000.00 (nine thousand point zero zero) gross per year in equal parts among the non-executive Board members who serve as chairmen of the board committees;

b) a total of EUR 450,000.00 gross per year in equal parts, also through the allocation of nonmonetary benefits, between the Chairman of the Board of Directors and the Managing Directors;

c) a total of EUR 1,000,000.00 (one million point zero) per year gross, as the variable portion of the remuneration to be attributed to the Chairman of the Board of Directors, managing directors and Board members holding special offices as bonuses depending on the achievement of targets set by the Board of Directors as well as extraordinary transactions and/or extraordinary operating results.

As a result, each of the seven members of the Board of Directors received a fixed allowance of EUR 17,000.00 per year.

The chairs of the internal Board committees received an additional EUR 3,000.00 per year.

The other members of the committees did not receive any remuneration for this participation. None of the non-executive Administrators were receivers of remuneration beyond that mentioned above.

The chairman of the Board of Directors, Gabriele Clementi, also in his capacity as managing director, and the other two managing directors, Andrea Cangioli and Barbara Bazzocchi, were paid, in 2023, as a fixed component, an additional EUR 150,000.00 each in accordance with the resolution passed by the Shareholders' Meeting, including the fringe benefit consisting in the allocation to each of them of a company car for mixed use that can also be used by their family members within the unchanged limits of the gross annual amount of EUR 5,000.00 each set by the Board of Directors.

Furthermore, in relation to the chairman and the two managing directors, the Shareholders' Meeting of 27 April 2021 confirmed the annual amount of EUR 6,500.00 each, pursuant to Art. 17 of the Income Tax Consolidation Act (T.U.I.R.) 917/1986, as end-of-mandate benefits: these sums are set aside through a special insurance policy.

With regard to the variable component related to the achievement of the predetermined targets set forth in the first section of this report, the recipients of the variable compensation plan accrued the following total amounts for the year 2023 (summarised, together with the

revaluation percentage on the 30% of the 2022 variable component deferred at the end of the term of office, in Table 1, column "3"):

  • Gabriele Clementi Chairman and Managing Director: EUR 194,327.00
  • Andrea Cangioli Managing Director: EUR 97,167.00
  • Barbara Bazzocchi Managing Director: EUR 70,443.00.

The proportion between fixed and variable components of Administrators for 2023 is as follows:

Clementi variable 53.78% Cangioli variable 36.78% Bazzocchi variable 29.66%.

The amount of the variable component due was determined by the Board in its meeting of 14 March 2024 on the basis of the Committee's proposal in light of the analysis of the results of the draft 2023 financial statements and NFS that will be submitted to the Shareholders' Meeting for approval, as well as the information flows received from the various competent functions with reference to sustainability objectives that are not strictly ESG.

In particular, with reference to the annual targets achieved with respect to those assigned, the Company intends to provide the percentage of achievement for reasons related to the handling of relevant corporate disclosure and not to explicitly indicate the consistency of the targets. For all targets, both financial and non-financial, the Base value and target were exceeded and:

  • a) With reference to the targets of an economic and financial nature: achievement stood at 94.00% of the predetermined target;
  • b) With reference to targets of a non-financial nature:
    • ESG: achievement of the maximum target assigned;
    • other sustainability: achievement of the maximum target assigned.

The payment of the variable part of remuneration is as follows: 70% by March 2024, 30% of the remuneration, accrued and possibly revalued, upon termination of office (Shareholders' Meeting 2024).

Some of the Administrators of the Company receive remuneration as members of the administrative bodies of subsidiaries. These fees, summarised in table 1, column "1", are paid directly by the administered subsidiary.

The General Manager, Paolo Salvadeo, receives a higher total remuneration than the higher total remuneration attributed to the persons under letter a).

The Company has entered into a non-competition agreement with the General Manager for the duration of the relationship and for two years following the termination. In return for this commitment, he receives an annual allowance of EUR 100,000.00 (one hundred thousand/00) gross. During the financial year 2023, he received as a fixed component a total of EUR 350,750.00 in cash and EUR 25,816.00 in non-monetary benefits as contractually stipulated, as well as EUR 2,295.00 in travel reimbursements.

As to the variable component related to the achievement of the predetermined objectives set forth in the first section of this report, the General Manager as receiver of the variable compensation plan (table 1, column "3" letter (I)) accrued for the year 2023 the total amount of EUR 1,543,888.00, since the financial results achieved by the company exceeded the Base target assigned and the non-financial sustainability targets predetermined by the Board were achieved. This variable compensation is paid as to EUR 768,694.80 in cash, as to EUR 256,231.60 in shares subject to a four-year lock-up as mentioned in Section I, and as to EUR 256,231.00 as 20% of the 2023 variable component to be paid to him in deferred payment in

accordance with the terms set forth in Table 3B. This table also shows an additional EUR 262,730.00 that constitutes the revaluation on the deferred variable component.

The Administrators, the General Manager, as well as other employees and collaborators of the Group are recipients of options to subscribe to newly issued ordinary shares of the Company. As mentioned in the first section, the Company has approved and implemented two stock option plans.

Stock Option Plan 2016-2025

On 13 September 2016, options were granted for the subscription from 14 September 2019 until 31 December 2025 of newly issued ordinary shares of the Company.

This allocation took place in connection with the implementation of the Stock Option Plan 2016- 2025 approved by the Shareholders' Meeting on 12 May 2016 and implemented by the Board on 13 September 2016 upon the Committee's proposal.

In particular: for all recipients there is a vesting period starting from the third year following the assignment; for Administrators and the General Manager it is envisaged that the exercise of the options assigned can only take place if they have achieved in the relevant year at least the Base value of the targets assigned by the Board; for Administrators alone it is envisaged that they hold at least 5% of the shares resulting from the exercise of the options assigned until the end of their mandate.

Full details of the Stock Option Plan 2016-2025 are available on the Company's website. Specifically:

a) minutes of the Shareholders' Meeting's approval on 12 May 2016 of the Stock Option Plan 2016-2025 and accompanying documentation including, within the explanatory report of the administrative body on the subject, the information document, updated as at 25 March 2016, prepared pursuant to Art. 84-bis of the Issuers' Regulation - sect. Investor Relations/Shareholders' Meeting documents/Ordinary and Extraordinary Shareholders' Meeting 26 April 2016 - 12 May 2016

b) minutes of the Board meeting held on 13 September 2016 to implement the Stock Option Plan 2016-2025 and to exercise the proxy, pursuant to Art. 2443 of the Italian Civil Code, of the reserved capital increase to service that plan with accompanying documentation - sec. Investor Relations/Corporate Documents/Stock Option Plan 2016-2025;

c) the disclosure document, updated as at 13 September 2016, prepared pursuant to Art. 84-bis of the Issuers' Regulation and containing (pp. 16 et seq.) table no. 1 envisaged by paragraph 4.24 of Annex 3A, Schedule 7 - sect. Investor Relations/Corporate Documents/Stock Option Plan 2016-2025.

Stock Option Plan 2026-2031

On 15 March 2023, options were granted for the subscription from 1 April 2026 to 31 December 2031 of newly issued ordinary shares of the Company.

This assignment took place in connection with the implementation of the Stock Option Plan 2026-2031 approved by the Shareholders' Meeting on 15 December 2022 and implemented by the Board on 15 March 2023 upon the Committee's proposal.

In particular: for all recipients, vesting is envisaged starting from the third year following the assignment; for Administrators and the General Manager, it is provided that the exercise of the assigned options can only take place if they have achieved in the relevant year at least the Base value of the objectives assigned by the Board; for Administrators and the General Manager alone, it is provided that they hold at least 10% of the shares resulting from the exercise of the assigned options until the end of their term of office.

Full details of the Stock Option Plan 2026-2031 are available on the Company's website. Specifically:

a) minutes of the approval of the Shareholders' Meeting on 15 December 2022 of the Stock

Option Plan 2026-2031 and accompanying documentation including, within the explanatory report of the administrative body of the subject, the information document, updated as of 15 December 2022, prepared pursuant to Art. 84-bis of the Issuers' Regulation - sect. Investor Relations/Shareholders' Meeting documents/Ordinary and Extraordinary Shareholders' Meeting 15 December 2022;

b) minutes of the Board meeting held on 15 March 2023 for the implementation of the Stock Option Plan 2026-2031 and the exercise of the proxy, pursuant to Art. 2443 of the Italian Civil Code, of the reserved capital increase to service that plan with accompanying documentation sec. Investor Relations/Corporate Documents/Stock Option Plan 2026-2031;

c) the information document, updated to 15 March 2023, prepared pursuant to Art. 84-bis of the Issuers' Regulation and containing (pp. 25 et seq.) table no. 1 envisaged by paragraph 4.24 of Annex 3A, Schedule 7 - sect. Investor Relations/Corporate Documents/Stock Option Plan 2026- 2031.

A new information document was also published pursuant to Art. 84-bis of the Issuers' Regulation and containing (pp. 25 et seq.) table no. 1 envisaged by paragraph 4.24 of Schedule 3A, Schedule 7 updated as at 31 December 2023 - sect. Investor Relations/Corporate Documents/Stock Option Plan 2026-2031.

As for the Board of Statutory Auditors appointed on 29 April 2022, in 2023 it received the remuneration established by the Shareholders' Meeting at the time of its appointment, which resolved "to determine, for the entire duration of the appointment, the annual remuneration of the effective members of the Board of Statutory Auditors, in the total amount of EUR 31,500.00 (thirty-one thousand five hundred point zero zero) for the Chairman and in the total amount of

EUR 21,000.00 (twenty-one thousand point zero zero zero) for each of the standing auditors". The remuneration actually received by the Chairman and the regular members is described in the tables below. In addition, some acting members of the company's Board of Statutory Auditors also receive remuneration as members of the Board of Statutory Auditors of subsidiary companies, respectively resolved by the Shareholders' Meetings. This remuneration, summarised in table 1, column "1", is paid to the recipients directly by the subsidiary.

One of the standing auditors, as a member of the supervisory body appointed pursuant to Legislative Decree no. 231/2001 of the Company and certain subsidiaries receives the relevant additional remuneration (summarised in Table 1, column "5").

1.2. Indemnity in the event of early termination of the relationship

The Chairman and the two Managing Directors, as has been mentioned, are only entitled to an end-of-mandate indemnity set at EUR 6,500.00 per annum pursuant to Art. 17 of the Income Tax Consolidation Act (T.U.I.R.) 917/1986.

There are no agreements that envisage compensation in the event of early termination of the relationship with the General Manager.

During the financial year 2023, no allowances or benefits were granted for termination of office or termination of employment.

1.3.Derogations applied to the Policy

During the financial year 2023, no exceptions to the Policy described in the 2021-2023 report were applied.

1.4.Application of ex post correction mechanisms of the variable component(claw back) No ex post correction mechanisms were applied during the financial year 2023.

1.5.Variation in pay and comparison information

A comparison of the annual variation for the financial years 2019-2020-2021-2022-2023 is shown below:

i) of the total remuneration of the members of the Board, the Board of Statutory Auditors and the General Manager

2019 2020 2021 2022 2023
Gabriele Clementi Chairman and Chief Executive officer 285.524 302.130 458.666 450.406 363.568
Var. % 5,82 51,81 -1,80 -19,28
Barbara Bazzocchi Managing Director 193.554 199.593 267.416 269.735 238.256
Var. % 3,12 33,98 0,87 -11,67
Andrea Cangioli Managing Director 213.262 221.565 308.666 308.704 265.283
Var. % 3,89 39,31 0,01 -14,07
Alberto Pecci Director 15.000 15.000 18.093 20.000 20.000
Var. % 0,00 20,62 10,54 0,00
Michele Legnaioli Director 15.000 15.000 18.093 20.000 20.000
Var. % 0,00 20,62 10,54 0,00
Fabia Romagnoli Director 15.000 15.000 18.093 20.000 20.000
Var. % 0,00 20,62 10,54 0,00
Daniela Toccafondi Director 11.551 17.000 17.000
Var. % 47,17 0,00
Vincenzo Pilla Chairman Board of Statutory Auditors 31.200 31.200 31.200 10.172 0
until 29 April 2022 Var. % 0,00 0,00 -67,40 -100,00
Carlo Carrera Chairman Board of Statutory Auditors 22.169 32.760
from 30 April 2022 Var. % 47,77
Paolo Caselli Effective Auditor 30.160 30.160 30.160 30.744 31.200
Var. % 0,00 0,00 1,94 1,48
Rita Pelagotti Effective Auditor 20.800 20.800 20.800 21.384 21.840
Var. % 0,00 0,00 2,81 2,13
Paolo Salvadeo General Manager 1.043.489 776.457 1.491.372 1.937.239 2.022.749
Var. % -25,59 92,07 29,90 4,41

ii) of the Company's results (annual % variation)

2023 2022 Var. %
Revenues 137.709.107 155.249.876 -11,30%
Operating income 20.193.355 27.604.028 -26,85%
2022 2021 Var. %
Revenues 155.249.876 118.278.319 31,26%
Operating income 27.604.028 17.875.571 54,42%
2021 2020 Var. %
Revenues 118.278.319 64.216.274 84,19%
Operating income 17.875.571 801.330 2130,74%
2020 2019 Var. %
Revenues 64.216.274 67.737.199 -5,20%
Operating income 801.330 1.656.567 -51,63%

iii) of the average gross annual remuneration, weighted on full-time employees, of employees other than those referred to in table under i)

2019 2020 2021 2022 2023
Average number of employees Var. % 8,10 9,74 9,88 3,54
Average gross annual remuneration Var. % -10,42 10,16 -1,21 3,17

The average gross annual remuneration was calculated by dividing the total amount taxable for social security purposes by the average number of full-time employees in the respective year.

1.6.Vote cast by the Shareholders' Meeting on this Section of the Report

The Shareholders' Meeting held on 27 April 2023 approved this Section II of the Report for the financial year 2022 as follows:

Number of
shareholders on its
own or by proxy		 Number of
shares		 % of shares represented
at the meeting		 % of the share capital
with voting rights		 % of the share
capital
Favorable 33 45.741.658 78,142596 78,142596 57,253440
Opposites 231 12.794.480 21,857404 21,857404 16,014461
Abstained 0 0 0,000000 0,000000 0,000000
Not voting 0 0 0,000000 0,000000 0,000000
Total 264 58.536.138 100,000000 100,000000 73,267901
Not counted 0 0 0,000000 0,000000 0,000000

PART TWO - TABLES

Below is information on the equity investments held and on the remuneration paid in the year under review.

TABLE 1: Compensation paid to members of the administrative and auditing bodies, to general managers and to other executives with strategic responsibilities.

(A) (B) (C) (D) (1) (2) (3) (4) (5) (6) (7) (8)
Nam
d su
e an
rnam
e		 Offi
ce		 Peri
od f
hich
offi
as h
eld
or w
ce w		 Offi
xpir
ce e
y		 Fixe
d co
ion
nsat
mpe		 Com
satio
pen
n
for c
ittee
omm
ecip
ation
part		 Var
iable
ity c
tion
non
-equ
omp
ensa		 Non
neta
ry bene
-mo
fits		 Oth
er rem
ation
uner		 Tota
l		 Fair
e of equi
valu
ty com
satio
pen
n		 nity for e
Sev
ce in
dem
eran
nd o
f off
ice o
r term
f emp
inati
on o
loym
ent
From To Bon
and
oth
uses
er
ince
ntiv
es (*
)		 Prof
it sh
arin
g
Gab
riele
Cle
ti
men		 Cha
irma
d Ch
ief
n an
cutiv
e Of
ficer
Exe		 01/0
1/20
23		 31/1
2/20
23		 App
l 20
23 F
S
rova
(I) C
tion
in t
he c
arin
g th
e fin
anci
omp
ensa
omp
any
prep		 al st
atem
ents		 163.
274
,00		 196.
568
,00		 3.72
6,00		 363
.568
,00		 129.
316
,00		 6.50
0,00
(II)
Com
satio
n fro
bsid
iarie
d as
soci
ates
not
pen
m su
s an		 e (A
)		 7.40
2,00		 7.40
2,00
(III)
Tot
al		 170.
676
,00		 196.
568
,00		 3.72
6,00		 370
.970
,00		 129.
316
,00		 6.50
0,00
Bar
bar
a Ba
chi
zzoc		 agin
irect
Man
g D
or		 01/0
1/20
23		 31/1
2/20
23		 l 20
App
23 F
S
rova
(I) C
tion
in t
he c
arin
g th
e fin
anci
omp
ensa
omp
any
prep		 al st
atem
ents		 163.
566
,00		 71.2
56,0
0		 3.43
4,00		 238
.256
,00		 57.4
74,0
0		 6.50
0,00
(II)
Com
satio
n fro
bsid
iarie
d as
soci
ates
not
pen
m su
s an		 e (B
)		 24.0
00,0
0		 24.0
00,0
0
(III)
al
Tot		 566
187.
,00		 56,0
71.2
0		 3.43
4,00		 262
.256
,00		 57.4
74,0
0		 6.50
0,00
And
Can
giol
i
rea		 Man
agin
g D
irect
or		 01/0
1/20
23		 31/1
2/20
23		 App
l 20
23 F
S
rova
(I) C
tion
in t
he c
arin
g th
e fin
anci
omp
ensa
omp
any
prep		 al st
atem
ents		 162.
000
,00		 98.2
83,0
0		 5.00
0,00		 265
.283
,00		 129.
316
,00		 6.50
0,00
(II)
Com
satio
n fro
bsid
iarie
d as
soci
ates
not
pen
m su
s an		 e (C
)		 7.40
2,00		 7.40
2,00
(III)
Tot
al		 169.
402
,00		 98.2
83,0
0		 5.00
0,00		 272
.685
,00		 129.
316
,00		 6.50
0,00
Alb
Pec
ci
erto		 Dire
ctor		 01/0
1/20
23		 31/1
2/20
23		 App
l 20
23 F
S
rova
(I) C
tion
in t
he c
arin
g th
e fin
anci
omp
ensa
omp
any
prep		 al st
e (D
)
atem
ents
not		 17.0
00,0
0		 3.00
0,00		 20.0
00,0
0
(II)
Com
satio
n fro
bsid
iarie
d as
soci
ates
pen
m su
s an
(III)
Tot
al		 17.0
00,0
0		 3.00
0,00		 20.0
00,0
0
Mic
naio
li
hele
Leg		 Dire
ctor		 01/0
1/20
23		 31/1
2/20
23		 App
l 20
23 F
S
rova
(I) C
tion
in t
he c
arin
g th
e fin
anci
omp
ensa
omp
any
prep		 al st
(no
te E
)
atem
ents		 17.0
00,0
0		 3.00
0,00		 20.0
00,0
0
(II)
Com
satio
n fro
bsid
iarie
d as
soci
ates
pen
m su
s an
(III)
Tot
al		 17.0
00,0
0		 3.00
0,00		 20.0
00,0
0
Fab
ia R
li
oma
gno		 Dire
ctor		 01/0
1/20
23		 31/1
2/20
23		 App
l 20
23 F
S
rova
(I) C
tion
in t
he c
arin
g th
e fin
anci
omp
ensa
omp
any
prep		 al st
(no
te F
)
atem
ents		 17.0
00,0
0		 3.00
0,00		 20.0
00,0
0
(II)
Com
satio
n fro
bsid
iarie
d as
soci
ates
pen
m su
s an
(III)
Tot
al		 17.0
00,0
0		 3.00
0,00		 20.0
00,0
0
Dan
iela
Toc
cafo
ndi		 Dire
ctor		 01/0
1/20
23		 31/1
2/20
23		 App
l 20
23 F
S
rova
(I) C
tion
in t
he c
arin
g th
e fin
anci
omp
ensa
omp
any
prep		 al st
atem
ents		 17.0
00,0
0		 17.0
00,0
0
(II)
Com
satio
n fro
bsid
iarie
d as
soci
ates
pen
m su
s an
(III)
al
Tot		 17.0
00,0
0		 17.0
00,0
0

note A: remuneration received as a member of the Board of Directors of the subsidiary With us

note B: remuneration received as a Managing Director of the subsidiary Ot-las srl (€ 12.000) and as Sole Director of the subsidiary Esthelogue srl (€ 12.000)

note C: remuneration received as a member of the Board of Directors of the subsidiary Wih us

note D: the column "compensation for committee partecipation" shows the compensation received as President of Nomination Committee

note E: the column "compensation for committee partecipation" shows the compensation received as President of Committee for controls and risks

note F: the colomn "compensation for committee partecipation" shows the compensation received as President of Remuneration Committee

(*) the amount shown in the table includes the 2023 variable component and the revaluation relating to the deferred portions

continued -

TABLE 1: Compensation paid to members of the administrative and auditing bodies, to general managers and to other executives with strategic responsibilities.

(A) (B) (C) (D) (1) (2) (3) (4) (5) (6) (7) (8)
Nam
d su
e an
rnam
e		 Offi
ce		 Peri
od f
hich
offi
as h
eld
or w
ce w		 Offi
xpir
ce e
y		 Fixe
d co
ion
nsat
mpe		 Com
ation
pens
for c
ittee
omm
ecip
ation
part		 Vari
able
ity c
tion
non
-equ
omp
ensa		 Non
neta
ry bene
-mo
fits		 Othe
r rem
ation
uner		 Tota
l		 Fair
valu
e of
equi
ty com
ation
pens		 ity for e
Seve
e ind
ranc
emn
nd o
f off
ice o
r term
f emp
inati
on o
loym
ent
From To Bon
and
oth
uses
er
ince
ntiv
es (
*)		 Prof
it sh
arin
g
Car
lo C
ra (
*)
arre		 Cha
irma
n of
the
Boa
rd
of S
Au
dito
tatu
tory
rs		 01/0
1/20
23		 31/1
2/20
23		 App
l 20
24 F
S
rova
(I) C
tion
in t
he c
arin
g th
e fin
anci
omp
ensa
omp
any
prep		 al st
atem
ents		 32.7
60,0		 0 32.7
60,0
0
(II)
Com
ation
from
sub
sidia
ries
and
ciate
pens
asso
s no		 te
(III)
al
Tot		 32.7
60,0		 0 32.7
60,0
0
Pao
lo C
asel
li (*
)		 Effe
ctive
Au
dito
r		 01/0
1/20
23		 31/1
2/20
23		 App
l 20
24 F
S
rova
(I) C
tion
in t
he c
arin
g th
e fin
anci
omp
ensa
omp
any
prep		 al st
(no
te A
)
atem
ents		 21.8
40,0		 0 9.36
0,00		 31.2
00,0
0
(II)
Com
ation
from
sub
sidia
ries
and
ciate
pens
asso
s no		 te (B
)		 50.0
97,0		 0 14.7
35,0
0		 64.8
32,0
0
(III)
al
Tot		 71.9
37,0		 0 24.0
95,0
0		 96.0
32,0
0
Rita
Pel
tti (
*)
ago		 Effe
ctive
Au
dito
r		 01/0
1/20
23		 31/1
2/20
23		 App
l 20
24 F
S
rova
(I) C
tion
in t
he c
arin
g th
e fin
anci
omp
ensa
omp
any
prep		 al st
atem
ents		 21.8
40,0		 0 21.8
40,0
0
(II)
Com
ation
from
sub
sidia
ries
and
ciate
pens
asso
s
al
(III)
Tot		 21.8
40,0		 0 21.8
40,0
0
Gin
o M
anfr
iani
(*)		 Alte
e Au
dito
rnat
r		 01/0
1/20
23		 31/1
2/20
23		 App
l 20
24 F
S
rova
(I) C
tion
in t
he c
arin
g th
e fin
anci
omp
ensa
omp
any
prep		 al st
atem
ents
(II)
Com
ation
from
sub
sidia
ries
and
ciate
s (no
pens
asso		 te C
)		 63.3
46,0		 0 63.3
46,0
0
(III)
Tot
al		 63.3
46,0		 0 63.3
46,0
0
Pao
lo S
alva
deo		 Gen
eral
Man
ager		 01/0
1/20
23		 31/1
2/20
23
tion
in t
he c
arin
g th
e fin
anci
(I) C
omp
ensa
omp
any
prep		 al st
(no
te D
) (**
)
atem
ents		 450
.750
,00		 1.54
3.88
8,00		 25.8
16,0
0		 2.29
5,00		 2.02
2.74
9,00		 172.
421
,00
(II)
Com
ation
from
sub
sidia
ries
and
ciate
pens
asso
s		 0
(III)
Tot
al		 450
.750
,00		 1.54
3.88
8,00		 25.8
16,0
0		 2.29
5,00		 2.02
2.74
9,00		 172.
421
,00

(*) th amounts include professional pension funds contributions and expense reimbursements

Note A: in the "other remuneration" column we lited the remuneration received as President of the El.En. Spa Surveillance Body

note B: the "fixed remuneration" column summarizes the remuneration received as Sole Auditor of Deka M.E.L.A. srl, effective member of the Board of Statutory Auditors of Quanta System Spa and Chairman of the Board of Statutory Auditors of Lasit spa

the column "other movements" summarizes the remuneration received as a member of the 231 Supervisory Body of Quanta System spa and Deka M.E.L.A. srl

note C: the "fixed remuneration" column summarizes the remuneration received as Sole Auditor of Esthelogue srl, Cutlite Penta srl and Ot-las srl, of effective member of the Board of Statutory Auditors of Lasit spa and

of President of the Board of Statutory Auditors of Quanta System spa

  • continued

Note D: The "fixed compensation" item includes € 100.000,00 as non compete agreemnt compensation accruing and being paid during the employment - the item "non monetary benefits" includes fringe benefits received as employee the item "other remuneration" includes allowances for business trips performed as employee

(**) € 256,261,00 entered on the item "bonuses and other incentives" is paid in kind by assigning # 28,500 El.En. Spa ordinary shares subjected to a four-years lockup

(***) the amount shown in the table includes the 2023 variable component and the revaluation relating to the deferred portions

TABLE 2: Stock options assigned to the members of the administrative body, to general manager and other executives with strategic responsabilities.

Opt
ions
hel		 d at
the
beg
year		 inni
f th
ng o
e		 Opt
ions
igne
d du
ring
the
ass
yea
r		 ions
rcis
ed d
exe		 urin
g th
e ye
ar		 Opt
ions
ed
vest
dur
ing
the
year		 Opt
ions
held
he
at t
end
of t
he
year		 Opt
ions
of
the
year
(A) (B) (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12) (13) (14) (15)
=(2)
+(5)
(11)
-(14
)		 -
(16)
d su
Nam
e an
rnam
e		 Offi
ce		 Plan Num
of opti
ber
ons		 Exe
rcise
Pric
e		 Peri
od o
f
ible
poss
cise
(fro
eser
m
to)		 Num
ber
of
opti
ons		 Exe
rcise
Pric
e		 Peri
od o
f
ible
poss
cise
eser
(from
-to)		 Fir v
alue
on assig
nt d
ate
nme		 Assi
ent
gnm
date		 Mar
ket v
alue
of u
nder
lying
shar
n th
sign
t
es o
e as
men
date		 Num
ber
of
opti
ons		 Exe
rcise
Pric
e		 Mar
ket p
rice
of
und
erlyi
hare
ng s
s on
the e
ise d
ate
xerc
(**)		 Num
ber
of
opti
ons		 Num
ber
of
opti
(*)
ons		 Fair
Val
ue
Gab
riele
Cle
ti
men		 Cha
irma
d
n an
Chie
f Ex
ive
ecut
Offi
cer
(I) C
tion
in t
he c
arin
g th
omp
ensa
omp
any
prep
e
fina
ncia
l sta
tem
ent		 Stoc
k
Opti
Plan
on
201
6/20
25
Shar
ehol
ders
'
-
lutio
12/0
5/20
16
reso
n
-
lutio
6
BoD
n 13
/09/
201
reso		 0 12,7
2		 From
9 to 3
14/
09/1
1/12
/25		 0 0,00
Stoc
k
Opti
Plan
on
201
6/20
25
Shar
ehol
ders
'
-
lutio
12/0
5/20
16
reso
n
-
lutio
6
BoD
n 13
/09/
201
reso		 0 12,7
2		 From
0 to 3
14/
09/2
1/12
/25		 0 0,00
(II)
Com
ation
from
sub
pens
ciate
asso
s		 sidia
ries
and		 N/A
(III)
Tot
al		 0 0 0,00
And
Can
giol
i
rea		 Man
agin
g
Dire
ctor
(I) C
tion
in t
he c
omp
ensa
omp
fina
ncia
l sta
tem
ent		 arin
g th
any
prep
e		 Stoc
k
Opti
Plan
on
6/20
25
Shar
ehol
ders
201
'
-
5/20
lutio
12/0
16
reso
n
-
BoD
lutio
n 13
/09/
201
6
reso		 3.00
0		 12,7
2		 From
9 to 3
14/
09/1
/25
1/12		 3.00
0		 12,7
2		 8,59 0 0,00
Stoc
k
Opti
Plan
on
6/20
25
Shar
ehol
ders
201
'
-
lutio
12/0
5/20
16
reso
n
-
BoD
lutio
n 13
/09/
201
6
reso		 17.5
00		 12,7
2		 From
0 to 3
14/
09/2
1/12
/25		 6.00
0		 12,7
2		 8,59 11.5
00		 0,00
ation
from
sub
(II)
Com
pens
ciate
asso
s		 sidia
ries
and		 N/A
(III)
Tot
al		 20.5
00		 11.5
00		 0,00

(*) following 2021's El.En. Spa stock split each option grants the subscription of 4 El.En. Spa ordinary shares at the price of € 3,18 per share

(**) following 2021's El.En. Spa stock split each option grants the market price relates to one of the four shares subscribed following the exercise of one option continued -

TABLE 2: Stock options assigned to the members of the administrative body, to general manager and other executives with strategic responsabilities. - continued

Opt
ions
hel		 d at
the
beg
year		 inni
f th
ng o
e		 Opt
ions
igne
d du
ring
the
ass
yea
r		 ions
rcis
exe		 ed d
urin
g th
e ye
ar		 Opt
ions
ed
vest
dur
ing
the
year		 Opt
ions
held
he
at t
end
of t
he
year		 Opt
ions
of
the
year
(A) (B) (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12) (13) (14) (15)
=(2)
+(5)
(11)
-(14
)		 -
(16)
Nam
d su
e an
rnam
e		 Offi
ce		 Plan Num
of opti
ber
ons		 Exe
rcise
Pric
e		 Peri
od o
f
ible
poss
cise
(fro
eser
m
to)		 Num
ber
of
opti
ons		 Exe
rcise
Pric
e		 Peri
od o
f
ible
poss
cise
eser
(from
-to)		 Fir v
alue
on assig
nt d
ate
nme		 Assi
ent
gnm
date		 Mar
ket v
alue
of u
nder
lying
shar
n th
sign
t
es o
e as
men
date		 Num
ber
of
opti
ons		 Exe
rcise
Pric
e		 ket p
rice
of
Mar
und
erlyi
hare
ng s
s on
the e
ise d
ate
xerc		 Num
ber
of
opti
ons		 Num
ber
of
opti
(*)
ons		 Fair
Val
ue
Bar
bar
a Ba
chi
zzoc		 Man
agin
g
Dire
ctor
(I) C
tion
in t
he c
arin
g th
omp
ensa
omp
any
prep
e
fina
ncia
l sta
tem
ent		 Stoc
k
Opti
Plan
on
201
6/20
25
Shar
ehol
ders
'
-
lutio
12/0
5/20
16
reso
n
-
BoD
lutio
n 13
/09/
201
6
reso		 0 12,7
2		 From
9 to 3
14/
09/1
1/12
/25		 0 0,00
Stoc
k
Opti
Plan
on
201
6/20
25
Shar
ehol
ders
'
-
lutio
12/0
5/20
16
reso
n
-
BoD
lutio
n 13
/09/
201
6
reso		 9.00
0		 12,7
2		 From
0 to 3
14/
09/2
1/12
/25		 9.00
0		 0,00
(II)
Com
ation
from
sub
sidia
pens
ciate
asso
s		 ries
and		 N/A
(III)
Tot
al		 9.00
0		 9.00
0		 0,00
Pao
lo S
alva
deo		 Gen
eral
man
ager
(I) C
tion
in t
he c
omp
ensa
omp
fina
ncia
l sta
tem
ent		 arin
g th
any
prep
e		 Stoc
k
Opti
Plan
on
201
6/20
25
Shar
ehol
ders
'
-
lutio
12/0
5/20
16
reso
n
-
BoD
lutio
n 13
/09/
201
6
reso		 0 12,7
2		 From
9 to 3
14/
09/1
1/12
/25		 0 0,00
Stoc
k
Opti
Plan
on
201
6/20
25
Shar
ehol
ders
'
-
lutio
12/0
5/20
16
reso
n
-
BoD
lutio
n 13
/09/
201
6
reso		 0 12,7
2		 From
0 to 3
14/
09/2
1/12
/25		 0 0,00
(II)
Com
ation
from
sub
sidia
pens
ciate
asso
s		 ries
and		 N/A
(III)
Tot
al		 0 0 0,00

(*) following 2021's El.En. Spa stock split each option grants the subscription of 4 El.En. Spa ordinary shares at the price of € 3,18 per share

continued -

TABLE 2: Stock options assigned to the members of the administrative body, to general manager and other executives with strategic responsabilities. - continued

Opt
ions
hel		 d at
the
beg
year		 inni
f th
ng o
e		 Opt ions
igne
d du
ring
the
ass		 yea
r		 Opt ions
rcis
exe		 ed d
urin
g th
e ye
ar		 Opt
ions
ed
vest
ing
dur
the
year		 Opt
ions
held
he
at t
of t
end
he
year		 Opt
ions
of
the
year
(A) (B) (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12) (13) (14) (15)
=(2)
+(5)
-
(11)
-(14
)		 (16)
Nam
d su
e an
rnam
e		 Offi
ce		 Plan Num
of opti
ber
ons		 Exe
rcise
Pric
e		 Peri
od o
f
ible
poss
cise
(fro
eser
m
to)		 Num
ber
of
opti
ons		 rcise
Pric
Exe
e		 Peri
od o
f
ible
poss
cise
eser
(from
-to)		 Fir v
alue
on assig
nt d
ate
nme		 Assi
ent
gnm
date		 ket v
alue
of u
nder
lying
Mar
shar
n th
sign
t
es o
e as
men
date		 Num
ber
of
opti
ons		 Exe
rcise
Pric
e		 Mar
ket p
rice
of
und
erlyi
hare
ng s
s on
the e
ise d
ate
xerc		 Num
ber
of
opti
ons		 Num
ber
of
opti
ons		 Fair
Val
ue
Gab
riele
Cle
ti
men		 Cha
irma
d
n an
Chie
f Ex
ive
ecut
Offi
cer
(I) C
tion
in t
he c
arin
g th
omp
ensa
omp
any
prep
e
fina
ncia
l sta
tem
ent		 Stoc
k
Opti
Plan
on
202
6/20
31
Shar
ehol
ders
'
-
lutio
15/1
2/20
22
reso
n
-
BoD
lutio
n 15
/03/
202
3
reso		 45.0
00		 13,9
1		 From
01/0
4/26
to
31/1
2/31		 282
.121
,00		 RC
14/0
3/20
23
BoD
15/0
3/20
23		 15,0
246		 45.0
00		 73.8
28,0
0
Stoc
k
Opti
Plan
on
202
6/20
31
Shar
ehol
ders
'
-
lutio
15/1
2/20
22
reso
n
-
BoD
lutio
n 15
/03/
202
3
reso		 45.0
00		 13,9
1		 From
01/0
4/27
to
31/1
2/31		 281
.633
,00		 RC
14/0
3/20
23
BoD
15/0
3/20
23		 15,0
246		 45.0
00		 55.4
88,0
0
(II)
Com
ation
from
sub
pens
ciate
asso
s		 sidia
ries
and		 N/A
al
(III)
Tot		 90.0
00		 563
.754
,00		 90.0
00		 129.
316
,00
And
Can
giol
i
rea		 Man
agin
g
Dire
ctor
(I) C
tion
in t
he c
arin
g th
omp
ensa
omp
any
prep
e
fina
ncia
l sta
tem
ent		 Stoc
k
Opti
Plan
on
202
6/20
31
Shar
ehol
ders
'
-
lutio
15/1
2/20
22
reso
n
-
BoD
lutio
n 15
/03/
202
3
reso		 45.0
00		 13,9
1		 From
01/0
4/26
to
31/1
2/31		 282
.121
,00		 RC
14/0
3/20
23
BoD
15/0
3/20
23		 15,0
246		 45.0
00		 73.8
28,0
0
Stoc
k
Opti
Plan
on
202
6/20
31
Shar
ehol
ders
'
-
lutio
15/1
2/20
22
reso
n
-
BoD
lutio
n 15
/03/
202
3
reso		 45.0
00		 13,9
1		 From
01/0
4/27
to
31/1
2/31		 281
.633
,00		 RC
14/0
3/20
23
BoD
15/0
3/20
23		 15,0
246		 45.0
00		 55.4
88,0
0
(II)
Com
ation
from
sub
pens
ciate
asso
s		 sidia
ries
and		 N/A
(III)
Tot
al		 90.0
00		 563
.754
,00		 90.0
00		 129.
316
,00

continued -

TABLE 2: Stock options assigned to the members of the administrative body, to general manager and other executives with strategic responsabilities. - continued

Opt
ions
hel		 d at
the
beg
year		 inni
f th
ng o
e		 Opt ions
igne
d du
ring
ass		 the
yea
r		 Opt
ions
rcis
ed d
urin
g th
exe
e ye
ar		 Opt
ions
Opt
ions
vest
ed
held
at t
he
dur
ing
the
end
of t
he
year
year		 Opt
ions
of
the
year
(A) (B) (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12) (13) (14) (15)
=(2)
+(5)
-
(11)
-(14
)		 (16)
d su
Nam
e an
rnam
e		 Offi
ce		 Plan Num
of opti
ber
ons		 Exe
rcise
Pric
e		 Peri
od o
f
ible
poss
cise
(fro
eser
m
to)		 Num
ber
of
opti
ons		 Exe
rcise
Pric
e		 Peri
od o
f
ible
poss
cise
eser
(from
-to)		 Fir v
alue
on assig
nt d
ate
nme		 Assi
ent
gnm
date		 Mar
ket v
alue
of u
nder
lying
shar
n th
sign
t
es o
e as
men
date		 Num
ber
of
opti
ons		 Exe
rcise
Pric
e		 Mar
ket p
rice
of
und
erlyi
hare
ng s
s on
the e
ise d
ate
xerc		 Num
ber
of
opti
ons		 Num
ber
of
opti
ons		 Fair
Val
ue
Bar
bar
a Ba
chi
zzoc		 Man
agin
g
Dire
ctor
(I) C
tion
in t
he c
omp
ensa
omp
fina
ncia
l sta
tem
ent		 arin
g th
any
prep
e		 Stoc
k
Opti
Plan
on
202
6/20
31
Shar
ehol
ders
'
-
lutio
15/1
2/20
22
reso
n
-
BoD
lutio
n 15
/03/
202
3
reso		 20.0
00		 13,9
1		 From
01/0
4/26
to
31/1
2/31		 125.
387
,00		 RC
14/0
3/20
23
BoD
15/0
3/20
23		 15,0
246		 20.0
00		 32.8
13,0
0
Stoc
k
Opti
Plan
on
202
6/20
31
Shar
ehol
ders
'
-
lutio
15/1
2/20
22
reso
n
-
BoD
lutio
n 15
/03/
202
3
reso		 20.0
00		 13,9
1		 From
01/0
4/27
to
31/1
2/31		 125.
170,
00		 RC
14/0
3/20
23
BoD
15/0
3/20
23		 15,0
246		 20.0
00		 24.6
61,0
0
(II)
Com
ation
from
sub
sidia
pens
ciate
asso
s		 ries
and		 N/A
(III)
al
Tot		 40.0
00		 250
.557
,00		 40.0
00		 57.4
74,0
0
Pao
lo S
alva
deo		 eral
Gen
man
ager
(I) C
tion
in t
he c
omp
ensa
omp
fina
ncia
l sta
tem
ent		 arin
g th
any
prep
e		 Stoc
k
Opti
Plan
on
6/20
Shar
ehol
ders
202
31
'
-
15/1
lutio
2/20
22
reso
n
-
BoD
lutio
n 15
/03/
202
3
reso		 60.0
00		 13,9
1		 From
4/26
01/0
to
31/1
2/31		 376
.161
,00		 RC
14/0
3/20
23
BoD
15/0
3/20
23		 15,0
246		 60.0
00		 98.4
38,0
0
Stoc
k
Opti
Plan
on
202
6/20
31
Shar
ehol
ders
'
-
lutio
15/1
2/20
22
reso
n
-
BoD
lutio
n 15
/03/
202
3
reso		 60.0
00		 13,9
1		 From
01/0
4/27
to
31/1
2/31		 375
.510
,00		 RC
14/0
3/20
23
BoD
15/0
3/20
23		 15,0
246		 60.0
00		 73.9
83,0
0
(II)
Com
ation
from
sub
sidia
pens
ciate
asso
s		 ries
and		 N/A
al
(III)
Tot		 751
.671
,00		 120.
000		 172.
421
,00

TABLE 3A: Incentive plans based on financial instruments other than stock options, for members of the administrative body, general managers and other executives with strategic responsabilities

Fin
ial
anc
ign
ed
ass
vio
pre
us
yea
ted
du
rin
ves		 ins
tru
nts
me
du
rin
g
nd
t
rs a
no
the
g
ye
ar		 ins
Fin
ial
ins
sig
rin
tru
nts
ned
du
the
anc
me
as
g
ye
ar
du		 Fin
ial
anc
d
tru
nts
ste
me
ve
rin
the
and
g
ye
ar
sig
ned
not
as		 Fin
ial
ins
tru
nts
ste
d
anc
me
ve
rin
du
the
and
ab
le t
o b
g
ye
ar
e
ign
ed
ass		 Fin
ial
anc
ins
of
tru
nts
me
the
ye
ar
A B (
1)		 (
2)		 (
3)		 (
4)		 (
5)		 (
6)		 (
7)		 (
8)		 (
9)		 (
10)		 (
11)		 (
12)
Na
d s
me
an
urn
am
e		 Off
ice		 Pla
n		 Nu
mb
nd
er a
f
typ
e o
fin
ial
anc
ins
tru
nts
me		 Ve
stin
g
iod
per		 Nu
mb
nd
er a
f
typ
e o
fin
ial
anc
ins
tru
nts
me		 Fai
lue
r va
on
ign
nt d
ate
ass
me		 Ve
stin
g
iod
per		 As
sig
ent
nm
dat
e		 Ma
rke
ice
t pr
on
the
sig
ent
as
nm
dat
e		 Nu
mb
nd
f
typ
er a
e o
fin
ial
ins
tru
nts
anc
me		 Nu
mb
nd
er a
f
typ
e o
fin
ial
anc
ins
tru
nts
me		 Va
lue
the
on
ting
da
te
ves		 Fai
r V
alu
e
(
I)
Co
atio
n in
the
rin
the
mp
ens
co
mp
any
pr
epa
g
fin
ial
stat
ent
anc
em		 N/A
(
II)
Co
atio
n fr
bsi
dia
ries
d a
cia
tes
mp
ens
om
su
an
sso		 N/A
(
III)
To
tal
Oth
utiv
ies
wit
h s
ics
sab
ilit
ies
Pla
trat
er e
xec
eg
res
pon
n		 Nu
mb
nd
er a
f
typ
e o
fin
ial
anc
ins
tru
nts
me		 Ve
stin
g
iod
per		 Nu
mb
nd
er a
f
typ
e o
fin
ial
anc
ins
tru
nts
me		 Fai
lue
r va
on
ign
nt d
ate
ass
me		 Ve
stin
g
iod
per		 As
sig
ent
nm
dat
e		 Ma
rke
ice
t pr
on
the
sig
ent
as
nm
dat
e		 Nu
mb
nd
f
typ
er a
e o
fin
ial
ins
tru
nts
anc
me		 Nu
mb
nd
er a
f
typ
e o
fin
ial
anc
ins
tru
nts
me		 Va
lue
the
on
ting
da
te
ves		 Fai
r V
alu
e
(
I)
Co
atio
n in
the
mp
ens
co
mp
any
pr
epa
fin
ial
stat
ent
anc
em		 rin
the
g		 N/A
(
II)
Co
atio
n fr
bsi
dia
ries
d a
cia
tes
N/A
mp
ens
om
su
an
sso
(
III)
To
tal

TABLE 3B: Monetary incentive plans for members of the administrative body, general managers and others excutives with strategic responsabilities

(A) (B) (1) (2) (4)
Nam
d
e an
sur
nam
e		 Off
ice		 Pla
n		 Bon
f th
us o
e ye
ar		 Bon
use		 Oth
er b
onu
ses
(A) (B) (C) (A) (B) (C)
e /
Pay
abl
pai
d		 Def
ed (
*)
err		 Def
al p
erio
d
err		 Not
abl
e any
pay
mor
e		 e / pai
Pay
abl
d		 Stil
l def
ed
err
Gab
riel
e C
lem
enti		 Cha
irm
nd C
hief
Ex
tive
Off
icer
an a
ecu
(I) C
atio
n in
omp
ens
stat
nt
eme		 the
ring
the
fin
ial
com
pan
y pr
epa
anc		 rati
olic
y 20
21/2
023
Rem
une
on p		 136
.029
,00		 60.5
39,0
0		 End
of
the
term		 192
.436
,00
(II)
Com
sati
on f
pen		 sub
sidi
arie
d as
soci
ates
rom
s an
(III)
To
tal		 136
.029
,00		 60.5
39,0
0		 192
.436
,00
Bar
bar
a B
hi
azz
occ		 Ma
ing
Dir
ecto
nag
r
(I) C
atio
n in
omp
ens
stat
nt
eme		 the
ring
the
fin
ial
com
pan
y pr
epa
anc		 rati
olic
y 20
21/2
023
Rem
une
on p		 49.3
10,0
0		 21.9
45,0
0		 End
of
the
term		 69.7
58,0
0
(II)
Com
sati
on f
pen		 sub
sidi
arie
d as
soci
ates
rom
s an
(III)
To
tal		 49.3
10,0
0		 21.9
45,0
0		 69.7
58,0
0
And
Ca
ngi
oli
rea		 Ma
ing
Dir
ecto
nag
r
(I) C
atio
n in
omp
ens
stat
nt
eme		 the
ring
the
fin
ial
com
pan
y pr
epa
anc		 Rem
rati
olic
y 20
21/2
023
une
on p		 68.0
15,0
0		 30.2
69,0
0		 End
of
the
term		 96.2
19,0
0
(II)
Com
sati
on f
pen		 sub
sidi
arie
d as
soci
ates
rom
s an
(III)
tale
To		 68.0
15,0
0		 30.2
69,0
0		 96.2
19,0
0
Pao
lo S
alva
deo		 Gen
eral
ma
nag
er
(I) C
atio
n in
omp
ens
stat
nt
eme		 the
ring
the
fin
ial
com
pan
y pr
epa
anc		 rati
olic
Rem
y 20
21-
202
4
une
on p		 6,00
1.02
4.92		 518
.962
,00		 60
% in
the
nth
foll
owi
he a
l of
the
ng t
mo
ppr
ova
202
3 an
l fin
ial s
he b
alan
in th
tate
ts, t
nua
anc
men
ce
e
th f
ollo
win
g th
val
of t
he 2
024
ual
mon
e ap
pro
ann
fina
ncia
l sta
tem
ents		 546
.903
,00
(II)
Com
sati
on f
pen		 sub
sidi
arie
d as
soci
ates
rom
s an
(III)
To
tal		 1.02
4.92
6,00		 518
.962
,00		 546
.903
,00

(*) This item includes the portion of bonuses attributable to the deferred exercise as well as the revaluation accrued on the deferred portion

SCHEME NO. 7-ter

Sur
nd
nam
e a
nam
e		 Off
ice		 Inv
este
e co
mp
any		 Nu
mb
f sh
er o
are
s
hel
d a
t th
d o
f th
e en
e
vio
pre
us
yea
r		 Nu
mb
f sh
er o
are
s
uir
ed
acq		 Nu
mb
f sh
er o
are
s
ign
ed
(
*)
ass		 Nu
mb
f sh
er o
are
s
sold		 Nu
mb
f sh
er o
are
s
hel
d a
t th
d o
f
e en
the
nt y
cu
rre
ear
An
dre
Ca
io
l
i
a
ng		 Ma
ing
D
ire
cto
na
g
r		 E
l.
En
Sp
a		 1
1.
7
6
8.
7
5
2		 3
6.
0
0
0		 1
1.
8
0
4.
7
5
2
Ga
br
ie
le
C
lem
i
ent		 C
ha
irm
d
C
h
ie
f
Ex
ive
O
f
f
ice
t
an
an
ecu
r		 E
l.
En
Sp
a		 7.
6
4
6.
4
8
8		 7.
6
4
6.
4
8
8
ba
h
i
Ba
Ba
r
ra
zzo
cc		 ing
ire
Ma
D
cto
na
g
r		 l.
Sp
E
En
a		 2.
0
1
2.
9
9
2		 2.
0
1
2.
9
9
2
A
l
be
i
Pe
rto
cc		 ire
D
cto
r		 l.
Sp
E
En
a		 8.
3
1
3.
8
2
4		 1
0
0.
0
0
0		 8.
4
1
3.
8
2
4
l
be
i
A
Pe
(sp
)
rto
cc
ou
se		 ire
D
cto
r		 l.
E
En
Sp
a		 4.
8
0
0		 4.
8
0
0
M
ic
he
le
Le
io
l
i
g
na		 D
ire
cto
r		 E
l.
En
Sp
a		 5
2.
6
0		 5
2.
6
0
Pa
lo
Sa
lva
de
o
o		 Ge
l
Ma
ne
ra
na
g
er		 E
l.
En
Sp
a		 1
5.
3
8
0		 1
8.
1
5
0		 3
3.
5
3
0
(
Im
b
i
l
iar
de
l
C
i
l
ieg
io
Sr
l
)
(
**)
mo
e		 E
l.
En
Sp
a		 5.
7
9
8.
5
9
2		 5.
7
9
8.
5
9
2

TABLE 1: Investments of the members of the administrative and auditing bodies and general manages

(*) Shares assigned as part (20%) of the variable component of 2022 remuneration, subject to a four-yearlock-up

(**) The Managing Director Andrea Cangioli holds 25% of the shares of the Company continued -

SCHEME NO. 7-ter

  • continued

TABLE 2: Investments of the other executives with strategic responsabilities

d
l
l
d
Pa
ip
io
i
i a
i
ir
i
i c
t
t
t
g
g
r
e
c
az
n
e
r
e
n
o
n
re
s
Nu
mb
of
ivi
wit
h s
ic r
sab
ilit
ies
cut
tra
teg
er
exe
es
esp
on		 b
l
i
i
à
ic
t
t
t
g
p
o
ns
a
s
ra
e
a
Inv
est
ee
com
pa
ny		 Nu
mb
of
sha
er
res
hel
d a
t th
nd
of
th
e e
e
vio
pre
us
yea
r		 Nu
mb
of
sha
er
res
uir
ed
acq		 Nu
mb
of
sha
er
res
sol
d		 Nu
mb
of
sha
er
res
hel
d a
t th
nd
of
e e
the
nt
cu
rre
yea
r
--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------ -------------------------------------------------------- ------------------------------------------------ -------------------------------------------------------------------------------------------------------------------

N/A

Calenzano, 14 March 2024

Per the Board of Directors The president Ing. Gabriele Clementi

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