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Landi Renzo

Remuneration Information Apr 4, 2023

4295_rns_2023-04-04_3ee59820-7af8-4d17-a146-f4ac64368f24.pdf

Remuneration Information

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Information pursuant to article 84-bis, paragraph 5, of the regulation adopted by Consob with resolution no. 11971 of 14 May 1999, as amended and supplemented

The present information has been prepared in order to illustrate the resolutions adopted in order to implement the performance shares plan named "Piano di Performance Shares 2022-2024" – approved, pursuant to article 114-bis of Legislative Decree no. 58 of 24 February 1998 (the "Consolidated Financial Act"), by the Board of Directors on 29 March 2022 and by the Shareholders' Meeting of Landi Renzo S.p.A. (the "Company") on 29 April 2022 (the "Plan" or the "Performance Shares Plan 2022- 2024").

On the same Shareholders' Meeting, the Board of Directors was granted - with the power to sub-delegate with all necessary or appropriate powers to fully and completely implement the Performance Shares Plan 2022- 2024, including, inter alia, all the powers needed to prepare and adopt the regulation to implement the Plan, to identify the Beneficiaries (as defined below) and to determine the number of Units (i.e., the right to be assigned with the Company's shares) to be assigned to each of them, to proceed with the assignment in favour of the Beneficiaries, with the power to delegate to the Chairman of the Board of Directors their powers, tasks and responsibilities in connection with the implementation and application of the Plan.

The regulation containing the implementation rules, as well as the principles and operating rules of the Plan (the "Plan's Regulations"), have been approved by the Board of Directors on 22 December 2022.

In particular, pursuant to the information document drafted in accordance with Article 84-bis of the he regulation adopted by Consob with resolution no. 11971 of 14 May 1999, as amended and supplemented (the "Issuers' Regulations"), the 2022-2024 Performance Shares Plan provides:

  • subject to fulfilment of the entry gate condition and conditional upon achievement of the performance objectives, at the terms and conditions set out in the Plan Rules, for the assignment of rights to receive for no consideration an aggregate of up to 2,100,000 ordinary shares of the Company (in the amount of one share assigned for each right allocated), to be assigned to the Beneficiaries (as defined below);
  • that the value of the initial assignment of rights to receive shares does not exceed an amount equal to 2.5 times the gross fixed annual remuneration for the Chief Executive Officer and General Manager (including the fixed compensation received as executive and General Manager and the fixed emolument received as Chief Executive Officer) and 2.5 times the gross fixed annual salary for executives with strategic responsibilities.

1. Plan's addressees

The Plan is addressed to the beneficieries who, according to the Board of Directors, hold key roles and for whom their retention is justified with a view to value creation (the "Beneficiaries").

The Board of Directors – having heard the opinion of the Nomination and Remuneration Committee – according to the level of contribution to the business, autonomy and complexity of the position held, on 22 December 2022 identified no. 9 Beneficiaries of the Plan, among which:

  • (a) the Chief Executive Officer and General Manager, Dr. Cristiano Musi;
  • (b) the three executives with strategic responsibilities; and
  • (c) five senior executives.

Provided that the beneficiaries include persons referred to in article 84-bis, second paragraph, of the Issuers' Regulations , the Plan is eligible to be qualified as "of particular relevance" (di particolare rilevanza) pursuant to article 114-bis, third paragraph, of the Consolidated Financial Act and article 84-bis, second paragraph, of the Issuers' Regulations.

2. Reasons for the adoption of the Plan

Please refer to the information document drafted in accordance with article 84-bis and Schedule 7 of Annex 3A of the Issuers' Regulations, as well as to the remuneration report drafted pursuant to articles 123-bis of the Consolidated Financial Act and 84-quater of the Issuers' Regulations.

Both documents are available on the Company's website at the following address http://www.landirenzogroup.com/it/, Investors.

3. Approval procedure and timing for the assignment of financial instruments

Please refer to the information document drafted in accordance with article 84-bis of the Issuers' Regulations, available on the Company's website at the following address http://www.landirenzogroup.com/it/, Investors.

4. Characteristics of the assigned instruments

Please refer to the information document prepared in accordance with article 84-bis of the Issuers' Regulations, available on the Company's website at the following address http://www.landirenzogroup.com/it/, Investors section.

Table no.1 provided for in Annex 3A, Schedule 7 of the Issuers' Regulations, is attached hereto.

* * *

Cavriago, 4 April 2023 The Chairman of the Board of Directors Stefano Landi

COMPENSATION PLANS BASED ON FINANCIAL INSTRUMENTS

Table no.1 Schedule 7 of Annex 3A of the Issuer's Regulation

Name and
surname
Office held BOX No.1
Financial Instruments other than stock options
Sezione 2
Newly assigned instruments based on the decision of the body responsible for implementing the shareholders'
meeting resolution
Date of the
shareholders'
resolution
Type of financial
instruments
Number of
financial
instruments
assigned
Assignment
date
Possible
purchase
price of the
1
instrumentsi
Market price at
the time of
assignmente
Vesting
Period
Cristiano
Musi
CEO and
General
Manager
29 April
2022
Units - the right to
potentially be
assigned with the
share (to the
extent of one
share for each
right)
562,500 22
December
2022
N/A 0.57 Euro 3 years
Executives with
strategic
responsibilities
29 April 202 Units - the right to
potentially be
assigned with the
share (to the
extent of one
share for each
right)
1,025,000 22
December
2022
N/A 0.57 Euro 3 year
Senior
executives
29 April 202 Units - the right to
potentially be
assigned with the
share (to the
extent of one
share for each
right)
375,521 22
December
2022
N/A 0.57 Euro 3 year

1 Not applicable as the Plan provides for the assignment of the right to receive Landi Renzo ordinary shares on a gratuitous basis, to the extent of one share for each right

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