Remuneration Information • Feb 24, 2023
Remuneration Information
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adoption: Resolution of the Board of Directors of 10 February 2023.


DEFINITIONS ...............................................................................................................................4 FOREWORD..................................................................................................................................5 SECTION I – REMUNERATION POLICY .............................................................................................6 a. Bodies or parties involved in the preparation, approval and possible review of the remuneration policy, specifying the respective roles, as well as the bodies or parties responsible for its correct implementation ............................................................................................................................6 b. Any intervention by a remuneration committee or other competent committee, describing its composition, responsibilities and operating methods and any additional measures to avoid or manage
| conflicts of interest 6 |
|---|
| c. How the company took into account the remuneration and working conditions of its employees in determining the remuneration policy 7 |
| d. Any intervention by independent experts 7 |
| e. Aims pursued with the remuneration policy, underlying principles, duration and, if revised, the description of changes with respect to the remuneration policy most recently submitted to the Shareholders' Meeting and how this review takes into account votes and assessments expressed by the shareholders during said meeting or subsequently 7 |
| f. Description of the policies on fixed and variable components of remuneration with particular regard to the indication of relative weight in the context of total remuneration and distinguishing between short and medium-long term variable components8 |
| g. Policy adopted with regard to non-monetary benefits 10 |
| h. With reference to the variable components, a description of the performance objectives on the basis of which they are assigned, distinguishing between short and medium-long term variable components, and information on the link between a change in results and the related change in remuneration 10 |
| i. Criteria used to assess the performance objectives underlying the assignment of shares, options, other financial instruments or other variable remuneration components, specifying the extent of the variable component to be disbursed depending on the level of achievement of the objectives themselves 13 |
| j. Information to highlight the contribution of the remuneration policy, particularly the policy on variable remuneration components, to the company strategy, the pursuit of long-term interests and the sustainability of the company 13 |
| k. The vesting period of the rights, any deferred payment systems, with an indication of the deferment periods and the criteria used to determine these periods and, if envisaged, mechanisms for the ex post adjustment of the variable component (malus or claw-back) 13 |
| l. Information on any provision of clauses for holding financial instruments in the portfolio after their acquisition, with an indication of the retention periods and the criteria used to determine said periods 14 |
| m. Policy relating to payments envisaged in the event of termination of office or termination of the employment contract, specifying which circumstances give rise to the right and any connection between those payments and the Company's performance 14 |
| n. Information on the presence of any insurance, social security or pension coverage, other than mandatory coverage 15 |
| o. Remuneration policy that may be adopted with reference to: (i) independent directors, (ii) participation in committees and (iii) special offices held (chairman, deputy chairman, etc.) 15 |
| p. Whether the remuneration policy was defined using the remuneration policies of other companies as a reference, and if so, the criteria used to select those companies 16 |
| q. Elements of the remuneration policy from which deviation is possible, in exceptional circumstances, and without prejudice to the provisions of the RPT Regulation, any additional procedural conditions on the basis of which the exception may be applied 16 |
| SECTION II – REMUNERATION PAID 17 |
| 2 |


| FOREWORD 17 |
|---|
| PART ONE 17 |
| 1.1 Remuneration paid to members of the Board of Directors and the Board of Statutory Auditors, to general managers and to Key Management Personnel 17 |
| 1.2 With particular reference to arrangements that envisage indemnities and/or other benefits for termination of office or for termination of the employment contract during the year, the following information is provided 18 |
| 1.3 EXCEPTIONS TO THE 2022 REMUNERATION POLICY 18 |
| 1.4 INFORMATION ON THE APPLICATION OF MECHANISMS FOR THE EX POST ADJUSTMENT OF THE VARIABLE COMPONENT OF THE REMUNERATION 18 |
| 1.5 COMPARATIVE INFORMATION 18 |
| 1.6 INFORMATION ON HOW ACCOUNT WAS TAKEN OF THE VOTE EXPRESSED BY THE SHAREHOLDERS' MEETING ON THE SECOND SECTION OF THE PREVIOUS YEAR'S REPORT 18 |
| PART TWO 19 |
| ANNEXES: 19 |
| TABLE 1: REMUNERATION PAID TO MEMBERS OF THE MANAGEMENT AND CONTROL BODIES, GENERAL MANAGERS AND OTHER KEY MANAGEMENT PERSONNEL 20 |
| TABLE 3A: SHARE-BASED INCENTIVE PLANS, OTHER THAN STOCK OPTIONS, FOR MEMBERS OF THE ADMINISTRATIVE BODY, GENERAL MANAGERS AND OTHER KEY MANAGEMENT PERSONNEL 21 |
| TABLE 3B: MONETARY INCENTIVE PLANS FOR MEMBERS OF THE ADMINISTRATIVE BODY, GENERAL DIRECTORS AND OTHER KEY MANAGEMENT PERSONNEL 22 |
| EQUITY INVESTMENTS 23 |


Below are the main definitions used in this report on remuneration, in addition to those contained in the body of the document.
| Executive Directors | means the directors of the Company to whom operating or management powers have been assigned or to whom the Board of Directors assigns particular tasks. |
|---|---|
| Shareholders' Meeting Borsa Italiana |
means the meeting of shareholders of the Company. means Borsa Italiana S.p.A., with registered office at Piazza degli Affari 6, Milan. |
| Circular 288 | means Bank of Italy Circular No. 288 – Supervisory provisions for financial intermediaries – and subsequent amendments and additions |
| Corporate Governance Code | means the Corporate Governance Code for listed companies, adopted by the Corporate Governance Committee in January 2020. |
| Board of Statutory Auditors Control and Risk Committee |
means the board of statutory auditors of the Company. means the control and risk committee of the Company established in implementation of the recommendations of the Corporate Governance Code. |
| Appointments and Remuneration Committee |
means the remuneration committee of the Company established in implementation of the recommendations of the Corporate |
| Board of Directors CONSOB |
Governance Code. means the board of directors of the Company. means the Italian Financial Markets Regulator. |
| Key Management Personnel | means the individuals with the power and responsibility, directly or indirectly, to plan, manage and control the Group's activities, in compliance with the definition set forth in the RPT Regulation. |
| Group | means the Company and the companies over which it directly or indirectly exercises control. |
| Remuneration Policy | means Section I of the Report, which illustrates in a clear and understandable manner: (a) the policy of the Company and the Group for financial year 2023 regarding the remuneration of members of the Board of Directors, Key Management Personnel and, without prejudice to the provisions of Article 2402 of the Italian Civil Code, members of the Board of Statutory Auditors; and (b) the bodies involved and the procedures used for its preparation, approval and any review, as well as its duration. The Remuneration Policy is subject to a binding vote by the Shareholders' Meeting. |
| RPT Regulation | means the "Regulation containing provisions on related party transactions" adopted by CONSOB with Resolution No. 17221 of 12 March 2010. |
| Issuers' Regulation | means the regulation implementing the Consolidated Law on Finance (TUF), concerning the regulation of issuers, approved with CONSOB Resolution No. 11971 of 14 May 1999. |
| Report | means this report on the remuneration policy of the Company and the Group for financial year 2023 and the remuneration paid in financial year 2022. |
| Company or Issuer | means Generalfinance S.p.A. |
| Independent Auditors | means the firm responsible for independent audit of the accounts, i.e. Deloitte and Touche S.p.A. . |
| TUF | means Italian Legislative Decree No. 58. of 24 February 1998, the Consolidated Law on Finance. |


This Report, approved by the Board of Directors of the Company on 10 February 2023, at the proposal of the Appointments and Remuneration Committee, was prepared pursuant to Articles 123-ter of the Consolidated Law on Finance (TUF) and 84-quater of the Issuers' Regulation, taking into account the principles and recommendations referred to in Article 5 of the Corporate Governance Code, as well as, in consideration of the Issuer's role as financial intermediary, in compliance with regulations in force and, in particular, with the provisions of Circular 288.
This Report is the first prepared by the Company following the admission to listing of its shares on the Euronext Milan – STAR segment as from 29 June 2022.
Previously, the Company's Remuneration Policy was always drawn up in compliance with current regulations and, in particular, Circular 288.
The Report is divided into two sections:
The text of this Report is made available to the public at the Company's registered office and on the Company's website (www.generalfinance.it) no later than the twenty-first day before the date of the Shareholders' Meeting called to approve the financial statements relating to financial year 2022, also called upon to express its opinion for the purposes set forth in the aforementioned Article 123-ter of the Consolidated Law on Finance and Article 84-quater of the Issuers' Regulation.


This section illustrates the Company's Remuneration Policy on the remuneration of members of the Board of Directors and Key Management Personnel and the procedures for its adoption and implementation. The Remuneration Policy establishes the principles and guidelines on the basis of which remuneration is determined.
The Report was prepared taking into account the commitment required and the responsibilities assigned to employees of the Company and is consistent with the remuneration in force for the different hierarchical levels of the Company, in compliance with collective bargaining and in line with practices in the market sector in which the Issuer operates.
The Company's Remuneration Policy is drawn up by the Appointments and Remuneration Committee, with the assistance of the Issuer's Human Resources Department and involvement of the company's control functions. Notably, the Risk Management Department makes an effective contribution to formulating the Remuneration Policy, playing an active role in drafting the Report and determining the performance objectives in line with the Company's risk appetite.
The Report is then validated by the Company's Compliance Function, which certifies that the Remuneration Policy complies with regulatory provisions. Lastly, the Report is brought to the attention of the Internal Audit Function before being annually submitted to the Board of Directors for review and approval by the Appointments and Remuneration Committee. The Board of Directors, having examined and approved the Remuneration Policy, submits it to the Shareholders' Meeting vote.
The Remuneration Policy is structured as follows:
The Appointments and Remuneration Committee is composed of: Maria Luisa Mosconi (Chair), Annalisa Donesana and Mauro Selvetti.
The members of the Appointments and Remuneration Committee were appointed by the Board of Directors and have adequate accounting and financial knowledge and experience, deemed adequate by the Board at the time of appointment. The Appointments and Remuneration Committee, which has advisory, propositional and supervisory functions for remuneration policies:
i) assists the Board in drawing up the remuneration policy;


The Company's Remuneration Policy was drafted using criteria substantially similar to those used to date by the Company to define the terms and conditions of the remuneration package of its employees and, therefore, taking into account the remuneration and working conditions of its employees, as well as collective bargaining provisions (applicable from time to time), with the aim of retaining and attracting qualified and adequately motivated professional resources, with a focus on merit.
The Appointments and Remuneration Committee did not deem it necessary to seek the advice of independent experts when defining the Remuneration Policy described in this document to be proposed to the Board of Directors.
The Remuneration Policy aims to achieve and promote sound and effective risk management, as well as to ensure consistency with the objectives of compliance with the regulations, articles of association, code of ethics and standards of conduct applied by the Company and to prevent any conflicts of interest. The Remuneration Policy is adopted in line with the corporate strategy, objectives, values, interests and financial position of the Company over the medium-long term.
The Remuneration Policy is also aimed at: (i) pursuing the corporate strategy, (ii) pursuing longterm interests, and (iii) the sustainability of the Company's business model. With regard to the contribution of the Remuneration Policy to pursuit of the corporate strategy, the Company conducts its remuneration policies independently, while taking into consideration the decisions made in this regard by companies of comparable size and economic performance. This allows the Issuer to attract, motivate and retain individuals with the individual and professional qualities required to pursue the corporate objectives and capable of pursuing predefined business development. By contrast, as regards the contribution of the Remuneration Policy, with reference to the pursuit of long-term interests and the sustainability of the Company, the objectives set by the Board of Directors are structured in such a way as to prevent them being achieved through short-term management decisions that could potentially undermine the sustainability and/or the ability of the Company to generate profit in the long term.
The Remuneration Policy is therefore defined according to criteria suitable for attracting, retaining and motivating individuals with adequate professional skills to effectively manage the Company, while guaranteeing labour market competitiveness for the Issuer in line with growth objectives and rewarding the loyalty of human resources.
In line with the general purposes illustrated above, the Remuneration Policy is based on the following reference principles:
(a) adequate balance of the fixed component and the variable component based on the strategic objectives and the risk management policy of the Company, taking into account the sector in which it operates and the characteristics of its actual business activities, in order to avoid conduct not aligned with the creation of sustainable value in the short and


medium-long term, in any case envisaging that the variable component represents a significant part of the total remuneration;
The Remuneration Policy has an annual duration; if approved by the next Shareholders' Meeting convened for 20 March 2023, this Policy will replace that previously approved by the Board of Directors.
f. Description of the policies on fixed and variable components of remuneration with particular regard to the indication of relative weight in the context of total remuneration and distinguishing between short and medium-long term variable components
The annual remuneration assigned to non-executive directors for their participation in the Board of Directors as well as, where applicable, in one or more committees (in addition to the fixed remuneration for the office resolved by the Shareholders' Meeting, as further detailed under point o), is proportional to the commitment required of each of them and is fixed for the entire duration of the mandate.
In particular, the Shareholders' Meeting has currently determined the fixed remuneration (pursuant to art. 2389, paragraph 1 of the Italian Civil Code) to be paid to the directors as a gross annual amount of Euro 15,000.
The annual remuneration assigned to executive directors is set by the Board of Directors within the maximum amount approved by the Shareholders' Meeting and may include a fixed part and a variable part.
In particular, with regard to the Chief Executive Officer, the Board of Directors has currently established (in addition to the remuneration as director of Euro 15,000 gross resolved by the Shareholders' Meeting), a fixed remuneration pursuant to art. 2389 third paragraph of the Italian Civil Code equal to an annual gross amounts of Euro 450,000, as well as a variable remuneration component:
The Chairman may receive an additional annual remuneration, which has currently been determined by the Board of Directors in the gross amount of Euro 50,000, in addition to the remuneration as director of Euro 15,000 gross resolved by the Shareholders' Meeting.
The remuneration allocated to Key Management Personnel is based on a fixed remuneration and, in line with the principles and recommendations of Article 5 of the Corporate Governance Code and based on the employment contracts stipulated, on a variable component linked to the achievement of specific performance objectives in order to incentivise their interests with pursuit of the priority objective of creating value for shareholders over a medium/long-term horizon.
Based on these principles, the Board of Directors has envisaged a variable remuneration


component:
Key Management Personnel have signed non-compete agreements, specifically remunerated in line with market practices.
Key Management Personnel receive a total gross annual remuneration of Euro 300,000, in addition to specific remuneration relating to the non-compete agreement for a total gross annual remuneration of Euro 20,000.
Statutory Auditors are excluded from any form of variable remuneration. Therefore, the remuneration of the standing auditors is fixed and is determined to an extent appropriate to the skills, professionalism and commitment required by the relevance of the role held, as well as the size of the Company.
With reference to employees hired with an employment contract, the main elements adopted with regard to valuation for remuneration purposes are linked to aspects of meritocracy, ethics, expertise and professionalism, with the aim of ensuring adequate correlation between remuneration, the role held, related responsibilities and the level of commitment to carrying out the assigned tasks. The corporate remuneration strategy strives to maintain a balanced composition between fixed and variable remuneration elements. In this way, expectations of the security, attractiveness and stability of employment relationships, which are an important factor in remuneration, are fully balanced with the need to favour merit or the particular commitment to a company objective with positive effects in the medium term. The overall configuration of the remuneration system guarantees that virtuous conduct is maintained in line with the regulations, articles of association and code of ethics. Therefore, the components of the remuneration system for Company employees are as follows:
In relation to the control functions assigned to members of the Board of Directors, the remuneration is defined by the Board of Directors. In this case, forms of remuneration such as stock options, shares, share-based instruments and other financial instruments are not normally


envisaged.
With regard to associates not linked to the Company by an employment contract (external collaborators), the Issuer has traditionally made reduced use of these professionals, considered useful in supporting specific projects and over a limited time horizon. The existing partnerships with business brokers and credit brokers are governed by specific contracts that normally envisage a commission rebate, in compliance with the specific company policy. The remuneration for such roles is always variable, depending on the actual business contributed, taking into account the level of risk.
The Company has stipulated a policy with a leading insurance company for the civil liability of directors, including independent directors, statutory auditors and Key Management Personnel of the Issuer and its subsidiaries.
There are no other non-monetary benefits in favour of the Chairman or the other directors.
The remuneration of Key Management Personnel is supplemented by supplementary pension benefits envisaged by the collective agreement, as well as by life and health insurance policies in line with market practices. For Key Management Personnel, a company car allowing business and personal use is also assigned. For Key Management Personnel, corporate housing is provided.
Fringe benefits (e.g. company cars) and welfare packages are envisaged for the remaining employees, in line with market practices and company policies on the matter.
For the Company's Chief Executive Officer and Key Management Personnel, the variable component is divided into a short-term variable component (2023 MBO) and a long-term variable component (2022-2024 LTI).
For the remaining employees of the Company, short-term variable components (2023 MBO) and an annual bonus are granted in relation to company performance and other profit indicators, as well as on the basis of qualitative performance elements.
The Issuer may adopt variable remuneration, to be paid in monetary form or as share-based payments, linked to the annual achievement of predetermined, measurable objectives, consistent with the strategic objectives of the Company in the medium-long term and aimed at promoting its sustainable success (which may also include non-financial parameters).
Specifically, the Company has adopted an annual incentive plan (2023 MBO), which provides for the payment of a variable remuneration in monetary form depending on the level of achievement of specific annual company and individual qualitative and quantitative performance objectives linked to the annual budget and, in any case, above a minimum level of achievement of certain indicators – profitability, risk and capitalisation – identified as entry gates, as better described under point k.
The beneficiaries of the 2023 MBO plan are the Chief Executive Officer, Key Management Personnel, employees in a position between the first level of the collective agreement applied by the Company and managerial level and, lastly, all commercial area employees.
More specifically, the 2023 MBO bonus is determined according to the product of the following factors:
• target incentive, i.e. the percentage of remuneration determined by the Board of Directors


for each beneficiary depending on the level and position in the corporate organisation, which represents the amount of the MBO 2023 due if the business rating and individual performance factor (see below) are 100% achieved. In particular, the target incentive is equal to 10% of the annual remuneration for top-level employees, 20% for executives, middle managers and sales staff and 30% of the fixed remuneration additional annual fee for the Chief Executive Officer. These amounts may be increased up to a maximum of 16.5%, 33% and 49.5% respectively, in the event of results significantly above the levels established in the budget.
The score achieved for each objective will be multiplied by its relative weight to give a weighted score. The sum of the weighted scores will constitute the overall level of achievement of the individual performance factor and will be expressed as a percentage from 0% to 110%.
With reference to the Chief Executive Officer, the individual performance factor is conditional solely on the following quantitative targets, all with the same relative weight: ROE, Cost/Income Ratio, NPE Ratio.
With reference to Key Management Personnel, the individual performance factor is conditional on the following quantitative and qualitative objectives and relative weights: CFO: 50% qualitative assessment weight, 50% quantitative assessment weight depending on the following indicators: cost of funding, operating costs/turnover, total credit lines;
CLO: 50% qualitative assessment weight, 50% quantitative assessment weight depending on the following indicators: cost of risk, NPE Ratio.
• gross annual remuneration as at 31 December 2023. For the Chief Executive Officer, this


means the gross annual fixed remuneration pursuant to Art. 2389, paragraph 3 of the Italian Civil Code.
The 2023 MBO bonus is therefore determined according to the following formula:
2023 MBO Bonus = (target incentive x business rating x individual performance factor) x gross annual remuneration as at 31 December 2023.
The 2023 MBO bonuses will be settled partly in cash as part of the payment of monthly salaries, and partly through the company welfare systems, also with the aim of promoting the well-being of employees beyond the professional sphere.
The quantitative indicators are calculated on an adjusted basis excluding non-recurring elements, as communicated to the market or, in any case, excluding non-core components.
The Issuer may also adopt variable remuneration, to be paid in monetary form, linked to the achievement, on a multi-year basis, of predetermined, measurable objectives, consistent with the strategic objectives of the Company in the medium-long term and aimed at promoting its sustainable success (also including non-financial parameters and ESG [Environmental, Social, Governance] objectives).
Specifically, the Company has adopted an LTI plan for the three-year period 2022-2024 which provides for the payment of a gross amount in cash to a series of beneficiaries identified by the Board of Directors, calculated on the basis of the level of achievement of specific performance objectives identified by the Board of Directors and which consist of economic/financial/operational and/or qualitative parameters, as well as indicators related to the improvement of environmental and social sustainability, envisaging different levels of achievement on the basis of which the LTI bonus is determined. 50% of this LTI bonus is paid through phantom shares, i.e. virtual units of measurement, which virtually represent the Company's shares and reflect their value over time, also taking into account the envisaged retention period. The cash component must be reinvested in Company shares, as required by the LTI regulations.
The disbursement of the LTI bonus is subject to reaching and passing the following access gates:
It is therefore understood that, if these gates are not reached at the end of the period, the LTI bonus will not be paid to the beneficiaries, regardless of the level of achievement of the objectives.
Therefore, the LTI bonus will accrue to a variable extent depending on the level of achievement of the objectives, on the understanding that if each objective is achieved:
In particular, the Board of Directors has resolved that:


Forms of variable remuneration may be envisaged that involve the assignment of shares, options and other financial instruments.
At the date of publication of this Report, no forms of share-based variable remuneration are envisaged, with the exception of the LTI component consisting of phantom shares, with regard to which reference is made to the description under letter h.
In defining the remuneration systems, the Board of Directors has ensured that these systems take into account the pursuit of medium/long-term objectives for the creation of value for shareholders over a long-term time horizon with a view to maintaining overall sustainability of the Company's business model.
k. The vesting period of the rights, any deferred payment systems, with an indication of the deferment periods and the criteria used to determine these periods and, if envisaged, mechanisms for the ex post adjustment of the variable component (malus or claw-back)
With reference to the 2023 MBO, given the short-term time horizon on which it is based, there are no deferred payment systems for the bonus accrued.
In any case, ex post adjustment mechanisms are envisaged (specifically, malus and claw back clauses) in line with market practices.
In particular, the actual allocation of the MBO is subject to verification of the entry-gate capital, risk and profitability requirements defined at budget level, recognised at the end of the reference year.
Actual disbursement of the variable component as MBO is then subject to an ex post adjustment mechanism that may lead to its reduction to zero (malus) in the following cases:
Malus conditions (entry gate) with reference to the 2023 MBO:
The 2023 MBO bonus is also subject to clawback clauses, i.e. the repayment of any form of variable remuneration paid (up to 100% of the amount allocated depending on the seriousness of the conduct), if it is assessed that, within 5 years of payment, the data forming the basis for assessing the performance indicators on which payment of the MBO 2023 bonus is conditional proved manifestly incorrect. The manifest error that may characterise the data may be: (i) an error in the calculation of results that lead to a performance indicator which in the absence of the material error would not have been achieved or would have been achieved to a different extent; (ii) an intentional alteration of the data used for the performance indicators or in any case of the data on the basis of which the disbursement or assignment of the 2023 MBO bonus was decided; (iii) the achievement of results to which the performance indicators are linked through conduct contrary to legal provisions or company regulations.
The clawback mechanism can also be activated after termination of the employment contract and/or termination of office and, in any case, takes into account the relevant legal, social security contribution and tax profiles.
It is, in any case, resolved by the Board of Directors, with an opinion from the Compliance Function, which also provides its remarks regarding forms of adjustment of the amounts.


Pending the final results of internal investigations or disciplinary proceedings initiated, the Company reserves the right to suspend the payment and/or accrual of the variable remuneration in the event of serious evidence that may result in application of the clawback clauses or malus criteria.
The Company reserves the right to offset/adjust amounts subject to the reimbursement request with those due to the beneficiary for any reason, and in this case the offsetting/adjustment will take place from the time of communication of the exercise of compensatory power to the beneficiary, without prejudice to any other action required by law to protect the entity.
On the other hand, with reference to the annual bonus set up for remaining company personnel, the following indicators are used as entry gates: Total Capital Ratio, NPE Ratio, Net profit.
The LTI plan envisages a vesting period coinciding with the three-year period 2022-2024 and any bonus will be paid in an amount equal to 50% of the LTI bonus accrued, with the amounts relating to the first month following approval of the financial statements for the financial year as at 31 December 2024, for an amount equal to 25% of the LTI bonus accrued, with the amounts relating to the first month following approval of the financial statements for 2025, and the remaining amount equal to 25% of the LTI bonus accrued with the amounts relating to the first month following approval of the financial statements for 2026.
The LTI plan regulations also envisage clawback clauses, in particular: (i) should objective circumstances arise showing the data that served to verify achievement of the objectives, required for the vesting of the LTI bonus, to be manifestly erroneous, the Board of Directors reserves the right to revoke the right to the LTI bonus of the beneficiary responsible for one of the aforementioned deeds and/or events, or to seek the return of any amount already paid for this reason, with the subsequent final extinction of all rights claimed by the latter in this regard; (ii) in the event of violations of laws and/or regulations, of company rules that relate to or entail consequences within the context of the employment contract, affecting the relative assumption of trust, committed with wilful misconduct or gross negligence, even where such conduct did not have a direct impact on achievement of the objectives and on disbursement of the LTI bonus.
The beneficiaries of the 2022-2024 LTI bonus are required to purchase a number of Company shares on the MTA market organised and managed by Borsa Italiana S.p.A., corresponding – rounded down – to a total investment equal to the amount paid to them as LTI bonus, net of statutory withholdings.
These shares of the Company will be subject to a restriction on inalienability – and therefore may not be sold, transferred, exchanged, carried forward, or subject to other deeds of sale inter vivos – unless previously authorised in writing by the Board of Directors, for a minimum period of 12 months from the date of their purchase.
The remuneration agreed for any reason and/or form in view of, or on the occasion of, early termination of the employment contract or early termination of office, for the portion exceeding the provisions of the National Collective Labour Agreement (CCNL) with regard to indemnity in lieu of notice (with the exclusion, therefore, of amounts paid as post-employment benefits), constitutes the severance.
In general, no additional remuneration or individual discretionary pension benefits are envisaged for early termination of the employment contract or for early termination of office.
Mainly the legal and collective agreement criteria in force (for senior employees, middle managers and professional areas) are adopted.
The remuneration that may be agreed in view of, or on the occasion of, early termination of the


employment contract or early termination of office (severance) does not exceed 24 months of total remuneration and, in any case, does not exceed the limits envisaged by law and/or contracts applicable in the event of dismissal.
Moreover, there are no arrangements for maintaining non-monetary benefits in favour of Directors or the stipulation of ad hoc advisory contracts for a period following termination of the relationship.
As already indicated above, specifically remunerated non-compete agreements may apply, in line with market practices. In particular, the Key Management Personnel have currently entered into separate non-compete agreements with the Company, with a duration of 12 months from termination of their employment contract and valid throughout Italy, as well as the Republic of San Marino, against continuous payment during the relationship of a gross annual fee of Euro 20,000.
With reference to the variable component of remuneration, note that in the event of termination of the employment relationship between the potential beneficiary of the 2023 MBO and the Company prior to the expiry of the term for payment of the 2023 MBO bonus following (i) dismissal, revocation or non-renewal by the Company for just cause, or justified by subjective reasons pursuant to law or the collective labour agreement; or (ii) voluntary resignation by the beneficiary, the latter will definitively lose the right to payment of the MBO 2023 bonus. In all other cases of termination, on a date after 30 June 2023, the beneficiary (or his or her heirs) will retain the right to receive the amount of any accrued MBO 2023 premium, reproportioned on a pro-rata basis. If, on the other hand, the termination date is on or before 30 June 2023, the beneficiary will definitively lose the right to the payment of the 2023 MBO bonus.
Similarly, with reference to the 2022-2024 LTI bonus, in the event of termination of the contract before expiry of the term for payment of the deferred portion in the first month following approval of the financial statements for 2026:
The Issuer has stipulated a policy with a leading insurance company for the civil liability of directors, including independent directors, statutory auditors and Key Management Personnel of the Issuer and its subsidiaries.
For Key Management Personnel, health insurance policies are provided in line with market practices, as well as term life insurance, as set forth in the current National Collective Labour Agreement. Except as indicated in point g) above, no social security or pension coverage other than mandatory coverage is envisaged.
No remuneration other than the ordinary remuneration is envisaged for independent directors,


with the exception of the remuneration attributed to all directors for participation in one or more committees, as per point f above.
Directors who are members of an internal committee of the Board of Directors (Control, Risk and Sustainability Committee and Appointments and Remuneration Committee) are paid an additional fixed fee based on this participation, taking into account the greater commitment required of them and the role served as Chairman (for which a gross annual remuneration of Euro 7,500.00 is set) or as member of the committee (for which a gross annual remuneration of Euro 5,000.00 is set).
Directors holding special offices (Chairman and Chief Executive Officer) benefit from the remuneration described in the previous points.
The Remuneration Policy was drafted without using the policies of other companies. It is believed that the Policy is consistent with the Company's objectives and with its typical characteristics, in terms of activities carried out and size, as well as in line with the practices of the Issuer's reference market.
Although, theoretically, the Company is not in favour of making exceptions to the principles that shape its Remuneration Policy, in exceptional cases, pursuant to Article 123-ter, paragraph 3-bis of the Consolidated Law on Finance and Article 84-quater, paragraph 2-bis, letter c) of the Issuers' Regulation, and therefore only the situations in which the exception to the Remuneration Policy is necessary for pursuit of the long-term interests and sustainability of the Company as a whole or to ensure the ability to stay on the market (such as the need to attract and/or retain Key Management Personnel or the need to provide incentives to Key Management Personnel in office with respect to specific business objectives that, under contingent conditions, are of particular importance), the Company may (subject to the provisions of Consob Regulation No. 17221 of 12 March 2010 on related party transactions) deviate from the following elements of the Remuneration Policy:
These exceptions may be approved by the Board of Directors, at the proposal of or in any case after consulting the Appointments and Remuneration Committee, by an appropriately motivated resolution, and by the Board of Statutory Auditors.


Section II of this Report is the first section prepared by the Company in compliance with the regulations applicable to companies with financial instruments listed on a regulated market and with the involvement of the Appointments and Remuneration Committee. Therefore, the remuneration shown in this Section II and referring to financial year 2022 was not paid on the basis of a Remuneration Policy prepared (and approved by the Shareholders' Meeting) pursuant to Article 123-ter of the Consolidated Law on Finance and was determined without the involvement of the Appointments and Remuneration Committee.
In any case, note that the remuneration paid by the Issuer during financial year 2022 is in line with the provisions of its previous remuneration policy, drawn up in compliance with current regulations and, in particular, with Circular 288.
In compliance with the provisions of Article 123-ter, paragraph 8-bisof the Consolidated Law on Finance, the Independent Auditors verified that Section II of this Report had been prepared by the Board of Directors.
The remuneration of Directors for the year ended 31 December 2022 is shown below. In this regard, on 8 March 2022, at the same time as the appointment of the administrative body in office from the trading start date of Generalfinance shares on the stock market, the Ordinary Shareholders' Meeting resolved to grant the Board of Directors a total gross annual fee of up to Euro 1,000,000 and without considering the variable remuneration deriving from incentive plans that may be approved by the Company, in addition to the reimbursement of expenses incurred for exercising their respective functions, to be divided among the individual members of the Board of Directors. Pursuant to the resolutions adopted by the Shareholders' Meeting and the Board of Directors on 29 June 2022, the aforementioned total amount was allocated among members of the Board of Directors as indicated in the table below.
| Name and surname |
Office | Remuneration for the office (Euro) |
Remuneration for participation in Committees (Euro) |
Non monetary benefits (Euro) |
Other remunera tion (Euro) |
|---|---|---|---|---|---|
| Maurizio Dallocchio | Chairman of the Board of Directors |
65,000 | - | - | |
| Mauro Selvetti | Deputy Chairman of the Board of Directors |
15,000 | 10,000 | - | - |
| Massimo Gianolli | Chief Executive Officer | 465,000 | 6,687 | - | |
| Rino Antonucci | Director | 15,000 | - | - | |
| Federica Casalvolone |
Director | 15,000 | - | - | |
| Elena Ciotti | Director | 15,000 | - | - | |
| Annalisa Raffaella Donesana |
Director | 15,000 | 10,000 | - | - |
| Leonardo Luca Etro | Director | 15,000 | - | 20,000(*) | |
| Maria Luisa Mosconi | Director | 15,000 | 15,000 | - | - |
(*) annual remuneration for the Internal Audit Function
On 8 March 2022, at the same time as the appointment of the Board of Statutory Auditors, the Shareholders' Meeting resolved to grant members of the Board of Statutory Auditors a total gross annual fee of Euro 55,000, of which Euro 25,000 gross to the Chairman and Euro 15,000 gross to each Standing Auditor.
With reference to the variable remuneration adopted in 2022, i.e. the 2022 MBO bonus, based on the level of achievement of the performance objectives, the Board of Directors resolved to pay, following the approval of the 2022 financial statements, a total amount of Euro 501,775.09 gross in favour of 30 beneficiaries, including the Chief Executive Officer, for an amount equal to Euro 139,486.05 gross and Key Management Personnel for a total amount equal to Euro 64,498.95 gross.
Part of the 2022 MBO bonus will be paid in the form of a welfare credit.


With reference to Key Management Personnel, fixed remuneration was paid, pursuant to the provisions of the employment contract, for a gross total of Euro 263,333 and non-monetary benefits for a gross total value of Euro 7,196.
In addition, at the time of listing of the company, Key Management Personnel were also paid an extraordinary one-off bonus for a gross total of Euro 79,000.
Any existence of such arrangements
There are no arrangements of this nature.
Criteria for determining the indemnity due to each individual
There are no arrangements of this nature.
Any presence of performance criteria to which assignment of the indemnity is linked There are no arrangements of this nature.
Any effects of termination of employment on the rights assigned as part of share-based incentive plans or to be disbursed in cash
The effects are detailed in Section I, point m.
Any existence of arrangements that provide for the assignment or maintenance of nonmonetary benefits in favour of individuals whose appointment has ceased or the stipulation of advisory contracts for a period subsequent to termination of the relationship There are no arrangements of this nature.
Other remuneration allocated for any reason and in any form
During financial year 2022, the Company paid Euro 20,000 gross to Key Management Personnel as consideration for the non-compete agreements in place with these executives.
During financial year 2022, the Company did not allocate any additional remuneration with respect to that described above, except for the amount paid as variable remuneration in reference to the 2021 MBO system.
Not applicable, given that the Company was listed on the Italian Stock Exchange in 2022 nor, pursuant to Circular 288, was it possible for the Issuer to deviate from its Remuneration Policies. In any case, the remuneration paid during financial year 2022 was disbursed in line with provisions of the Company's Remuneration Policy adopted in 2022, in compliance with current regulations and, in particular, with Circular 288.
In financial year 2022, the Company did not apply mechanisms for ex post adjustment of the variable component (e.g., "malus" and/or "claw-back").
Given the Company's listing on the Italian Stock Exchange in 2022, it is not yet possible to provide comparative information between the annual change in: (i) the total remuneration of each individual which the information in this section of the Report refers to by name; (ii) the results of the Company; and (iii) the average gross annual remuneration, benchmarked to full-time employees, of employees other than those referred to in point (i).
Given the Company's listing on the Italian Stock Exchange in 2022, it is not possible to provide information on how the vote expressed by the Shareholders' Meeting on Section II of the Report from the previous year was taken into account, as the provisions of Article 123-ter, paragraph 4, letter b-bis) of the TUF could not be applied.




| (A) | (B) | ( C ) | (D) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name and Surname | Office | Period for | Expiry of the office | Fixed | Remuneration for | Non equity variable remuneration | Non monetary | Other | Total | Fair Value of | Indemnity for | |
| which the | Remuneration (1) | participation in | remunerations | equity | termination of | |||||||
| office was | Committees | (3) | remunerations | office or | ||||||||
| held | termination of | |||||||||||
| employment (4) | ||||||||||||
| Bonus and | Profit sharing | |||||||||||
| other | ||||||||||||
| incentives (2) | ||||||||||||
| Maurizio Dallocchio | Chairman of the Board of Directors | 1.1 - 31.12 | 2024 financial report approval | 59.998 | 59.998 | |||||||
| Mauro Selvetti | Deputy Chairman of the Board of Directors | 29.06 - 31.12 2024 financial report approval | 7.644 | 5.096 | 12.740 | |||||||
| Massimo Gianolli | Chief Executive Officer | 1.1 - 31.12 | 2024 financial report approval | 428.414 | 139.486 | 6.687 | 574.587 | |||||
| Leonardo Etro | Director | 1.1 - 31.12 | 2024 financial report approval | 27.693 | 27.693 | |||||||
| Bruno Messina | Director | 1.1 - 28.06 | 2.354 | 2.354 | ||||||||
| Alberto Landoni | Director | 1.1 - 28.06 | 2.354 | 2.354 | ||||||||
| Elena Ciotti | Director | 29.06 - 31.12 2024 financial report approval | 7.644 | 7.644 | ||||||||
| Rino Antonucci | Director | 29.06 - 31.12 2024 financial report approval | 7.644 | 7.644 | ||||||||
| Annalisa Donesana | Director | 29.06 - 31.12 2024 financial report approval | 7.644 | 5.096 | 12.740 | |||||||
| Anna Maria Mosconi | Director | 29.06 - 31.12 2024 financial report approval | 7.644 | 7.644 | 15.288 | |||||||
| Marta Bavasso | Director | 29.06 - 31.12 2024 financial report approval | 7.644 | 7.644 | ||||||||
| Paolo Lazzati | Chairman of the Board of Statutory Auditors | 1.1 - 31.12 | 2024 financial report approval | 17.644 | 17.644 | |||||||
| Andrea Di Giuseppe Cafà | Statutory Auditor | 1.1 - 28.06 | 4.667 | 4.667 | ||||||||
| Federica Casalvolone | Statutory Auditor | 1.1 - 28.06 | 4.667 | 4.667 | ||||||||
| Marco Carrelli | Statutory Auditor | 29.06 - 31.12 2024 financial report approval | 9.699 | 9.699 | ||||||||
| Maria Enrica Spinardi | Statutory Auditor | 29.06 - 31.12 2024 financial report approval | 9.699 | 9.699 | ||||||||
| Ugo Colombo | CFO | 1.1 - 31.12 | 131.667 | 31.724 | 4.951 | 75.000 | 243.342 | 10.000 | ||||
| Alessandro Ferrari | CLO | 1.1 - 31.12 | 131.667 | 32.775 | 2.245 | 4.000 | 170.686 | 10.000 | ||||
| (I) Remuneration in the company preparing the financial statements | 876.383 | 17.836 | 203.985 | - | 13.883 | 79.000 | 1.191.086 | - | 20.000 | |||
| (II) Compensation from subsidiaries and associates | - | - | - | - | - | - | - | - | - | |||
| (III) Total | 876.383 | 17.836 | 203.985 | - | 13.883 | 79.000 | 1.191.086 | - | 20.000 | |||
| Note (1): the table shows the "Fixed remuneration" (token and additional remuneration) and the "Remuneration for participation in committees" the remuneration pertaining to the 2022 financial year | ||||||||||||
| Not2 (2): the amounts indicated in the "bonuses and other incentives" column represent the MBO bonus for 2022 | ||||||||||||
| Note (3): the amounts indicated in the "other remunerations" column represent the one-off bonus paid for the listing of the company | ||||||||||||
| Note (4): the amounts indicated in the column "end of office or termination of employment indemnity" represent the remunerations for non-competition agreements |


| Financial instruments assigned in previous years not vested during the year |
Financial instruments assigned during the year | Financial instruments vested during the year and not assigned |
Financial instruments vested during the year and attributable |
Financial instruments pertaining to the year |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (A) | (B) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | (9) | (10) | (11) | (12) |
| Name and Surname | Office | Plan | Number and type of financial instruments Vesting period |
Number and type of financial instruments |
Fair value at the assignment date |
Vesting period |
Assignment date |
Market price at assignment (3) |
Number and type of financial instruments |
Number and type of financial instruments |
Value at the vesting date |
Fair value | |
| Massimo GIANOLLI Chief Executive Officer | LTI (22/11/2022) | Assigned the right to receive a cash bonus, in the event o f achievement o f the objectives a t the target level, equal to €300,000(1), consisting o f 50% o f phantom shares |
150.000(2 ) |
2022-2024 22-nov-22 | |||||||||
| Ugo Colombo | CFO | LTI (22/11/2022) | Assigned the right to receive a cash bonus, in the event o f achievement o f the objectives a t the target level, equal to 75,000(1), consisting o f 50% o f phantom shares |
37.500(2 ) |
2022-2024 22-nov-22 | ||||||||
| Alessandro Ferrari | CLO | LTI (22/11/2022) | Assigned the right to receive a cash bonus, in the event o f achievement o f the objectives a t the target level, equal to 75,000(1), consisting o f 50% o f phantom shares |
37.500(2 ) |
2022-2024 22-nov-22 | ||||||||
| (I) Remuneration received from the company preparing the financial statements | 450.000 | 225.000 | - | - | - | - | |||||||
| (II) Compensation from subsidiaries and associates | - | - | - | - | |||||||||
| (III) Total | - | - | - | - |
Note (1): The value of the LTI bonus in the event of achievement of the objectives at the target level is shown here, as it is not possible until the end of the vesting period to determine the number of phantom shares equivalent to 50% of this value.
Note (2): It should be remembered that 50% of the LTI bonus consists of phantom shares, i.e. virtual units of measurement, which virtually represent the Company's shares and reflect their value over time. Therefore, the value of 50% of the LTI bonus in case of achievement of the objectives at the target level is reported here.
Note (3): Taking into account that the LTI bonus consists of 50% of phantom shares, it is not possible to determine the market price at the time of assignment as the value of the phantom shares will be determined by the value of the shares at the end of the vesting period


| (A) | (B) | (1) | (2) | (3) | (4) | ||||
|---|---|---|---|---|---|---|---|---|---|
| Name and Surname Office | Plan | Bonus of the year | Bonus of previous years | Other bonus | |||||
| (A) | (B) | ( C ) | (A) | (B) | ( C ) | ||||
| Payable/Paid | Deferred | Deferral period | No longer payable | Payable/Paid | Still deferred | ||||
| Massimo GIANOLLI | Chief Executive Officer | MBO (04/04/2022) | 139.486 | ||||||
| Ugo Colombo | CFO | MBO (04/04/2022) | 31.724 | ||||||
| Alessandro Ferrari | CLO | MBO (04/04/2022) | 32.775 | ||||||
| (I) Remuneration received from the company preparing the financial statements | 203.985 | - | - | - | - | - | |||
| (II) Compensation from subsidiaries and associates | - | - | - | - | - | - | |||
| (III) Total | 203.985 | - | - | - | - | - |


Pursuant to Article 84-quater, paragraph 4 of the Issuers' Regulation, the equity investments held in the Company by Directors, Statutory Auditors and Key Management Personnel, as well as by spouses not legally separated and by dependent minors, directly or through subsidiaries, trust companies or third parties, as indicated in the shareholders' register, communications received or other information acquired by the Directors, Statutory Auditors and Key Management Personnel (tables 1 and 2 of schedule 7-ter of the Issuers' Regulation) are reported here below.
| NAME AND SURNAME |
OFFICE | COMPANY | NUMBER OF SHARES HELD AT THE END OF THE PREVIOUS YEAR |
NUMBER OF SHARES PURCHASED |
NUMBER OF SHARES SOLD |
NUMBER OF SHARES HELD AT THE END OF THE CURRENT YEAR |
|---|---|---|---|---|---|---|
| Maurizio Dallocchio | Chairman | Generalfinance S.p.A. | none | none | none | none |
| Mauro Selvetti | Deputy Chairman | Generalfinance S.p.A. | none | none | none | none |
| Massimo Gianolli | Chief Executive Officer | Generalfinance S.p.A. | none | none | none | none |
| Rino Antonucci | Director | Generalfinance S.p.A. | none | none | none | none |
| Marta Bavasso | Director | Generalfinance S.p.A. | none | none | none | none |
| Elena Ciotti | Director | Generalfinance S.p.A. | none | none | none | none |
| Annalisa Raffaella Donesana |
Director | Generalfinance S.p.A. | none | none | none | none |
| Leonardo Luca Etro | Director | Generalfinance S.p.A. | none | none | none | none |
| Maria Luisa Mosconi | Director | Generalfinance S.p.A. | none | none | none | none |
| Paolo Lazzati | Chairman of the Board of Statutory Auditors |
Generalfinance S.p.A. | none | none | none | none |
| Marco Carrelli | Standing Auditor | Generalfinance S.p.A. | none | none | none | none |
| Maria Enrica Spinardi | Standing Auditor | Generalfinance S.p.A. | none | none | none | none |


| NAME AND SURNAME | COMPANY | NUMBER OF SHARES HELD AT THE END OF THE PREVIOUS YEAR |
NUMBER OF SHARES PURCHASED |
NUMBER OF SHARES SOLD |
NUMBER OF SHARES HELD AT THE END OF THE CURRENT YEAR |
|---|---|---|---|---|---|
| Ugo Colombo | Generalfinance S.p.A. | 2,930 | 2,930 | none | 2,930 |
| Alessandro Ferrari | Generalfinance S.p.A. | none | none | none | none |
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