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Sabaf

Remuneration Information Apr 15, 2019

4440_def-14a_2019-04-15_9e6d35bd-5295-4320-b9ae-b9f91521ccdf.pdf

Remuneration Information

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http://www.sabaf.it - [email protected]

REPORT ON REMUNERATION

pursuant to Article 123-ter of the TUF and Article 84-quater of the Issuers' Regulations

Section I - REMUNERATION POLICY

Sabaf S.p.A.'s General Remuneration Policy (hereinafter also "remuneration policy"), approved by the Board of Directors on 22 December 2011 and updated on 20 March 2013, 4 August 2015 and 26 September 2017, defines the criteria and guidelines for the remuneration of members of the Board of Directors, Executives with strategic responsibilities and members of the Board of Statutory Auditors.

The remuneration policy was prepared:

  • pursuant to Article 6 of the Corporate Governance Code of listed companies, approved in March 2010 and subsequent amendments and supplements;
  • in line with Recommendations 2004/913/EC and 2009/385, which were incorporated into law with Article 123-ter of the Consolidated Law on Finance (TUF).
  • 1. Corporate bodies and persons involved in preparing, approving and implementing the remuneration policy

SHAREHOLDERS' MEETING

  • Determines the remuneration due to the members of the Board of Directors, including a fixed amount and attendance fees
  • Resolves remuneration plans based on the allocation of financial instruments with regard to directors and employees
  • Gives a non-binding vote on the first section of the Report on Remuneration (Remuneration Policy)

BOARD OF DIRECTORS

  • At the suggestion of the Remuneration and Nomination Committee and subject to the opinion of the Board of Statutory Auditors, determines the fee for Directors holding specific positions
  • Defines the remuneration policy of Executives with strategic responsibilities
  • After obtaining the opinion of the Remuneration and Nomination Committee, resolves to sign Non-competition agreements with regard to the Chief Executive Officer and to executives
  • At the suggestion of the Remuneration and Nomination Committee, defines incentive plans based on short- and long-term variable remuneration to be assigned to the Chief Executive Officer and to the Executives with strategic responsibilities
  • At the suggestion of the Chief Executive Officer, defines the incentive plans based on short-term variable remuneration for company Management and other employees
  • At the suggestion of the Remuneration and Nomination Committee, resolves to assign nonmonetary benefits to executives
  • Makes proposals to the Shareholders' Meeting on remuneration plans based on the allocation of financial instruments with regard to directors and employees
  • Prepares the Report on Remuneration pursuant to Article 123-ter of the Consolidated Law on Finance and Article 84-quater of the Issuers' Regulations

No independent experts or advisors contributed to the preparation of the policy, nor were the remuneration policies of other companies used for reference purposes.

The Board of Directors is responsible for properly implementing the remuneration policy.

REMUNERATION AND NOMINATION COMMITTEE

  • Makes proposals to the Board of Directors, in the absence of the persons directly concerned, for remuneration of the Chief Executive Officer and Directors holding specific positions
  • Examines, with the support of the Human Resources Department, the policy for the remuneration of executives, with a special attention to Executives with strategic responsibilities
  • Makes suggestions and proposals to the Board of Directors concerning the setting of targets on which the annual variable component and long-term incentives for the Chief Executive Officer and Executives with strategic responsibilities should be dependent, in order to ensure alignment with shareholders' long-term interests and the company's strategy
  • Assesses the level of achievement of the short- and long-term variable incentive targets of Directors and executives
  • Prepares the proposals to the Board of Directors of remuneration plans based on financial instruments
  • Assesses the adequacy, actual application and consistency of the remuneration policy, also with reference to the actual company performance, making suggestions and proposals for change
  • Follows the development of the regulatory framework of reference and best market practices on remuneration, getting inspired by them for formulating the remuneration policy and identifying aspects for improving the Report on Remuneration

The Remuneration and Nomination Committee currently in office comprises four non-executive members, the majority of them independent (Daniela Toscani, Stefania Triva, e Alessandro Potestà), with the knowledge and experience in accounting, finance and remuneration policies that is deemed adequate by the Board of Directors.

BOARD OF STATUTORY AUDITORS

  • The Board of Statutory Auditors expresses the opinions required by the regulations in force on proposals for remuneration of Directors holding specific positions.
  • The Board of Statutory Auditors, i.e. the Chairman of the Board of Statutory Auditors or another Statutory Auditor designated by him/her can attend the meetings of the Remuneration and Nomination Committee.

HUMAN RESOURCES DEPARTMENT

Actually enacts what is decided upon by the Board.

*** *** ***

2. Purpose of the remuneration policy

The Company's intention is that the Remuneration Policy:

• Ensures the competitiveness of the company on the labour market and attracts, motivates and increases the loyalty of persons with appropriate professional expertise;

• Protects the principles of internal equity and diversity;

• Brings the interests of the management into line with those of the shareholders;

• favours the creation of sustainable value for shareholders in the medium to long term and maintains an appropriate level of competitiveness for the company in the sector in which it operates.

3. Remuneration policy guidelines and instruments

The definition of a fair and sustainable remuneration package takes into account three main tools:

  • Fixed remuneration
  • Variable remuneration (short- and medium- to long-term)
  • Benefits

Each remuneration component is analysed below.

FIXED ANNUAL COMPONENT

The fixed component of the remuneration of the Directors is such that it is able to attract and motivate individuals with appropriate expertise for the roles entrusted to them within the Board and is set with reference to the remuneration awarded for the same positions by other listed Italian industrial groups of a similar size.

The Shareholders' Meeting decides on the remuneration of the members of the Board of Directors, including a fixed amount and attendance fees.

With regard to the remuneration for Directors holding special offices, the Board of Directors, at the proposal of the Remuneration and Nomination Committee and subject to the opinion of the Board of Statutory Auditors, determines the additional fixed remuneration.

Directors who sit on committees formed within the Board (Internal Control and Risk Committee, Remuneration and Nomination Committee) are granted remuneration that includes a fixed salary and attendance fees intended to reward the commitment required of them.

Executives with strategic responsibilities are paid a fixed annual remuneration, determined so that it is sufficient in itself to guarantee an appropriate basic salary level, even in the event that the variable components are not paid owing to a failure to reach the targets.

The members of the Board of Statutory Auditors are paid a fixed remuneration, the amount of which is determined by the Shareholders' Meeting, at the time of their appointment.

INDEMNITY AGAINST THE EARLY TERMINATION OF EMPLOYMENT

There is an agreement for the Chief Executive Officer regulating ex ante the economic part concerning the early termination of the employment relationship.

There are no agreements for other Directors or other Executives with strategic responsibilities regulating ex ante the economic part concerning the early termination of the employment relationship. For the end of the relationship for reasons other than just cause or justified reasons provided by the employer, it is the Company's policy to pursue consensual agreements to end the employment relationship, in accordance with legal and contractual obligations.

The Company does not provide directors with benefits subsequent to the end of their mandate.

The Company has entered into non-competition agreements with the Chief Executive Officer and with certain executives who report to him, the terms of which were approved by the Board of Directors, after obtaining the opinion of the Remuneration and Nomination Committee.

COMPONENTS OF THE CORPORATE OFFICES
REMUNERATION Executive Directors Non-Executive
Directors
Members of
committees within
the BoD
Executives with strategic
responsibilities
Auditors
FIXED COMPONENTS - Fixed remuneration for
the office of Director
- Fixed remuneration for
Directors holding
special positions
- Fixed remuneration
for the office of
Director
- Attendance fee
- Fixed remuneration for
Directors members of
committees within the
BoD
- Attendance fee
- Collective National
Contract for Industrial
Managers
- Fixed remuneration
INDEMNITY AGAINST
THE EARLY
TERMINATION OF
EMPLOYMENT
- Remuneration for non
competition agreement
(only for Chief
Executive Officer)
N/A N/A - Remuneration for non
competition agreement
N/A

SHORT-TERM VARIABLE COMPONENT (ANNUAL)

The Board of Directors, at the suggestion of the Remuneration and Nomination Committee and in accordance with the budget, defines an MBO plan, for the benefit of:

  • Executives with strategic responsibilities
  • other persons, identified by the Chief Executive Officer, among the managers who report directly to him or who report to the aforementioned managers.

This plan sets a common target (Group EBIT, which is considered to be the Group's main indicator of financial performance) and quantifiable and measurable individual targets economic-financial, technicalproductive and/or socio-environmental in nature.

The targets of the Chief Executive Officer and of the Executives with strategic responsibilities are decided by the Board of Directors, at the suggestion of the Remuneration and Nomination Committee, in accordance with the budget.

The targets of the other beneficiaries of the incentive plans are defined by the Chief Executive Officer, in accordance with the budget.

Non-executive directors are not granted any variable remuneration.

LONG-TERM VARIABLE COMPONENT

In compliance with the Shareholders' Meeting resolution, at the suggestion of the Remuneration and Nomination Committee, and after obtaining the opinion of the Board of Statutory Auditors, the Board of Directors approves a long-term incentive plan based on financial instruments (stock grants).

The Beneficiaries, if not already identified in the Plan, are identified by the Board of Directors among the members of the Board of Directors and/or among the managers of the Company or its Subsidiary companies who hold or will hold key positions in the implementation of the Business Plan. In the case of the Chief Executive Officer and/or Executives with strategic responsibilities of the Company, the identification is made on the suggestion of the Remuneration and Nomination Committee.

The Board of Directors identifies the total number of rights to be assigned to each beneficiary (within the limits set by the Shareholders' Meeting). All or part of the shares are allocated by the Board of Directors at the end of the vesting period; for the Chief Executive Officer and Executives with strategic responsibilities, the allocation is made on the suggestion of the Remuneration and Nomination Committee.

The allocation of shares is related to predetermined (business and individual) performance targets measurable and linked to the creation of value for shareholders over the long term and extends over three years coinciding with the mandate of the Board of Directors (2018-2020).

ANNUAL MBO STOCK GRANT PLAN
RELATED TO THE BUDGET FOR THE RELATED TO THE BUSINESS PLAN
BENEFICIARI
ES
TARGETS BENEFICIARI
ES
TARGETS
• EXECUTIVE DIRECTORS
(Excluding the Chairman)
• COMMON TARGET:
GROUP EBIT
• CHIEF EXECUTIVE
OFFICER
• COMMON BUSINESS
TARGETS: EBIT, ROI, TSR
• EXECUTIVES WITH
STRATEGIC
RESPONSIBILITIES
• OTHER MANAGERS
PROPOSED BY THE
CHIEF EXECUTIVE
OFFICER
• INDIVIDUAL TARGETS:
ECONOMIC/FINANCIAL
and TECHNICAL AND
PRODUCTIVE
• CFO
• OTHER MANAGERS
IDENTIFIED BY THE BOD
who hold or will hold key
positions in the
implementation of the
Business Plan
• INDIVIDUAL
PERFORMANCE
TARGETS: IDENTIFIED BY
THE BOD FOR EACH
BENEFICIARY
CORPORATE OFFICES
COMPONENTS OF THE
REMUNERATION
Executive directors and Other
executives with strategic
responsibilities
Other persons identified by the
CEO/BoD
MPONENT SHORT-TERM
VARIABLE
COMPONENT
- Annual MBO plan based on achieving a
common target and individual targets
- Annual MBO plan based on achieving
a common target and individual targets
VARIABLE
S
CO
LONG-TERM
VARIABLE
COMPONENT
- Stock Grant Plan based on achieving
business targets and individual performance
targets
- Stock Grant Plan based on achieving
business targets and individual
performance targets

NON-MONETARY BENEFITS

Third-party civil liability insurance policy: The Company has taken out a third-party civil liability insurance policy in favour of directors, statutory auditors and executives for unlawful acts committed in the carrying-out of their respective duties, in violation of obligations established by law and the Articles of Association, with the sole exclusion of deliberate intent. The taking-out of this policy is approved by the Shareholders' Meeting.

Life insurance policy and cover for medical expenses: The Company also provides a life insurance policy and cover for medical expenses (FASI) for executives, as established by the Collective National Contract for Industrial Managers; moreover, it has taken out an additional policy to cover medical expenses not covered by FASI reimbursements.

Company cars: At the suggestion of the Remuneration and Nomination Committee, the Board of Directors also assigns company cars to executives.

Accommodation costs: At the suggestion of the Remuneration and Nomination Committee, the Board of Directors can provide for housing to be made available to executives, for the possibility to reimburse the rent of the house or for the temporary reimbursement of the costs of accommodation in a hotel.

ENTRY BONUS

With the aim of attracting highly professional individuals, the Board may decide to give entry bonuses to newly hired executives.

CLAW BACK CLAUSES

As from 2018, the Company established mechanisms for the ex-post adjustment of the variable remuneration component or claw back clauses to demand the return of all or part of the variable components of remuneration paid out (or to withhold deferred sums), which were determined on the basis of data subsequently found to be clearly incorrect.

REMUNERATION FOR OFFICES IN SUBSIDIARIES

Directors and other executives with strategic responsibilities may be paid remuneration – exclusively as a fixed amount – for offices held in subsidiaries. In addition to the approval of the subsidiaries' corporate bodies, this remuneration is subject to the favourable opinion of the Remuneration and Nomination Committee.

CORPORATE OFFICES
COMPONENTS OF THE
REMUNERATION
Executive Directors Non-Executive
Directors
Executives with strategic
responsibilities
Auditors
BENEFITS AND
MPONENTS
OTHER
NON-MONETARY
BENEFITS
> Third-party liability
insurance policy
> Third-party liability
insurance policy
> Third-party liability
insurance policy
> Life insurance policy to
cover medical expenses
(FASI), supplementary
medical expenses
> Company cars
> Third-party
liability insurance
policy
CO OFFICES IN
SUBSIDIARIES
> Fixed remuneration for
offices in subsidiaries
N/A > Fixed remuneration for
offices in subsidiaries
N/A

4. Remuneration of the Board of Directors, Chairman and Vice Chairmen of the Board of Directors, Chief Executive Officer, Executives with strategic responsibilities and Board of Statutory Auditors

REMUNERATION OF THE BOARD OF DIRECTORS

The Shareholders' Meeting is responsible for determining the annual gross remuneration (maximum amount) due to the Directors, including a fixed amount and attendance fees.

The members of the Board are covered by a third-party civil liability insurance policy for unlawful acts committed in the exercise of their respective duties, in violation of obligations established by law and the Articles of Association, with the sole exclusion of deliberate intent. The taking-out of this policy is approved by the Shareholders' Meeting.

REMUNERATION OF THE CHAIRMAN OF THE BOARD OF DIRECTORS AND VICE CHAIRMAN

No variable remuneration is paid to the Chairman and Vice Chairman of the Board of Directors, but only remuneration in addition to those of directors for special offices held.

REMUNERATION OF THE CHIEF EXECUTIVE OFFICER

The remuneration of the Chief Executive Officer includes the following components:

Fixed remuneration for the office of Director: the Chief Executive Officer is the recipient of the fixed remuneration for the office of Director (pursuant to Article 2389 paragraph I Italian Civil Code).

Third-party civil liability insurance policy: The Company has taken out a third-party civil liability insurance policy for unlawful acts committed in the carrying-out of their respective duties, in violation of obligations established by law and the Articles of Association, with the sole exclusion of deliberate intent. The taking-out of this policy is approved by the Shareholders' Meeting.

Long-term variable component: the long-term incentive is dependent on the achievement of performance targets, proposed by the Remuneration and Nomination Committee to the Board of Directors, and extends over three years, coinciding with the mandate of the Board of Directors.

If the Chief Executive Officer is also assigned an executive management role within the Sabaf Group, the Board decides on the assignment of the following additional remuneration instruments:

Fixed annual gross salary: the fixed remuneration is determined so that it is sufficient in itself to guarantee an appropriate basic salary level, even in the event that the variable components are not paid owing to a failure to reach the targets.

  • Non-competition agreement: assignment of a fixed annual remuneration against the signing of a Non-competition Agreement with the Company.
  • Short-term variable component: annual incentive, dependent on the achievement of the targets envisaged by the MBO plan, approved by the Board of Directors at the suggestion of the Remuneration and Nomination Committee. On the occasion of the annual approval, the Board of Directors decides on the maximum amount of the annual variable component, the methods and timing for its payment.
  • Benefits: the benefits envisaged for the management of the Company can be assigned: Life insurance policy and cover for medical expenses, assignment of company car; reimbursement of the rent for the house.

REMUNERATION OF EXECUTIVES WITH STRATEGIC RESPONSIBILITIES

Fixed annual gross remuneration: Employment relationships with Executives with strategic responsibilities are regulated by the Collective National Contract for Industrial Managers. In this regard, fixed remuneration is determined so that it is sufficient in itself to guarantee an appropriate basic salary level, even in the event that the variable components are not paid owing to a failure to reach the targets.

Short- and long-term variable components: Executives with strategic responsibilities are the recipients of short- and long-term incentive plans (ref. paragraph 3). At the time of approval of short- and long-term incentive plans, the Board of Directors is responsible for setting the maximum amounts of variable remuneration, the methods and timing for the payment of this remuneration.

Benefits: Executives with strategic responsibilities receive the benefits envisaged for the executives of the Company (Life insurance policy and cover for medical expenses; assignment of company car) and are covered by an occupational risk policy.

REMUNERATION OF THE BOARD OF STATUTORY AUDITORS

The amount of remuneration for Statutory Auditors is set by the Shareholders' Meeting, which establishes a fixed amount for the Chairman and the other Statutory Auditors.

The members of the Board are covered by a third-party civil liability insurance policy for unlawful acts committed in the exercise of their respective duties, in violation of obligations established by law and the Articles of Association, with the sole exclusion of deliberate intent. The taking-out of this policy is approved by the Shareholders' Meeting.

Section II – REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE BOARD OF STATUTORY AUDITORS AND OTHER EXECUTIVES WITH STRATEGIC RESPONSIBILITIES IN 2018

This section, by name of Directors and Statutory Auditors:

  • describes each of the items that make up the remuneration, showing their consistency with the remuneration policy of Sabaf;
  • analytically illustrates the remuneration paid in the financial year under review (2018), for any reason and in any form, by the Company or by subsidiaries or affiliates, identifying any components of this remuneration that relate to activities undertaken in previous years to the year under review.

The components of the remuneration paid to directors for 2018

The remuneration paid to directors for 2018 consisted of the following components:

  • An annual fixed remuneration, approved by the Shareholders' meeting of 8 May 2018 that the Board of Directors decided to divide, in compliance with the maximum limit of €400,000.00 established by the Shareholders' Meeting, as follows:
  • o €20,000 assigned to each director without distinction,
  • o €10,000 assigned to each member of the committees set up within the Board itself (Internal Control and Risk Committee and Remuneration and Nomination Committee);
  • o additional remuneration of €160,000 divided among the Chairman of the Board of Directors, Vice Chairman and Chief Executive Officer as detailed in the table below;
  • An attendance fee of €1,000, due to non-executive directors only, for every occasion on which they attend Board of Directors' meetings and the meetings of committees formed within the Board.

A fixed remuneration component for employment and a fixed remuneration for offices in subsidiaries are paid to executive directors appointed as executives.

With reference to variable components, which are intended only for executive directors (excluding the Chairman), the following is pointed out:

  • In relation to the annual variable incentive plan established for 2017, remuneration of €66,282 accrued in the previous financial year (and disbursed in 2018).
  • With reference to the annual incentive plan for 2018, the Chief Executive Officer Pietro Iotti accrued variable remuneration of €73,000, whereas the Director Gianluca Beschi accrued variable remuneration of €26,374, for the partial achievement of the targets of the 2018 MBO plan.

In implementation of the Policy in 2018, Sabaf introduced a stock grant plan aimed at the Group's executive directors and executives who hold or will hold key positions in the implementation of the

Business Plan. Beneficiaries already identified in the Plan include the Chief Executive Officer and Director Gianluca Beschi. The assignment of shares is subject to the achievement of company targets (based on ROI, TSR and EBITDA) and individual targets over the three-year period 2018 to 2020, consistent with the objectives of the Business Plan. For further details, please refer to the information contained in the Information Document prepared pursuant to Article 114-bis of Italian Legislative Decree no. 58 of 24 February 1998, of Article 84-bis of Consob resolution no. 11971/99, submitted to the Shareholders' Meeting on 8 May 2018.

Remuneration of Statutory Auditors for 2018

The remuneration paid to the Statutory Auditors for 2018 consists of a fixed remuneration determined by the Shareholders' Meeting of 8 May 2018, amounting to a total of €70,000.

The remuneration of other executives with strategic responsibilities for 2018

The remuneration of other executives with strategic responsibilities (Technical Director and two Sales Managers) consists of a fixed remuneration for employment totalling €420,743 , and following variable remuneration:

  • With reference to the variable incentive plan (MBO) of 2017, during 2018, remuneration totalling €95,980 was paid.
  • With reference to the variable incentive plan (MBO) for 2018, remuneration totalling €51,635 accrued. Its payment is deferred and dependent upon the continuation of the employment relationship.

Remuneration totalling €94,500 was also disbursed by subsidiaries.

The three executives with strategic responsibilities are among the Beneficiaries of the stock grant plan, approved in 2018, in implementation of the Remuneration Policy. For further details, please refer to the information contained in the Information Document prepared pursuant to Article 114-bis of Italian Legislative Decree no. 58 of 24 February 1998, of Article 84-bis of Consob resolution no. 11971/99, submitted to the Shareholders' Meeting on 8 May 2018.

***

For a breakdown of the remuneration paid in 2018, please refer to the tables below (Table 1, Table 2 and Table 3), which contain remuneration paid to Directors and Statutory Auditors, and, at the aggregate level, to other executives with strategic responsibilities, taking into account any office held for a fraction of a year. Remuneration received from subsidiaries and/or affiliates, with the exception of that waived or paid back to the Company, is also indicated separately.

With particular reference to Table 1, the column:

  • "Fixed remuneration" shows, for the portion attributable to 2018, the fixed remuneration approved by the Shareholders' meeting (and distributed with resolution of the Board of Directors), including the remuneration received for the carrying-out of special offices (pursuant to Article 2389, paragraph 3, Italian Civil Code. attendance fees as approved by the Board of Directors; employee salaries due for the year gross of social security contributions and income taxes owed by the employee.
  • "Remuneration for attendance at Committee meetings", shows, for the portion relating to 2018, the remuneration due to directors who attended the meetings of the Committees set up within the Board and the related attendance fees.
  • "Bonus and other incentives" includes the variable remuneration accrued during the year, for monetary incentive plans. This value corresponds to the sum of the amounts provided in Table 3 in the "Bonus for the year - payable/paid", "Bonus of previous years - payable/paid" and "Other bonuses" columns.
  • "Non-monetary benefits" shows, according to accrual and tax liability criteria, the value of outstanding insurance policies and the company cars assigned.
  • "Other remuneration" shows, for the portion attributable to 2018, any other remuneration resulting from other services provided.
  • "Total" shows the sum of the amounts provided under the previous items.

For a breakdown of other items, see attachment 3A, statement 7-bis and 7-ter of Consob Regulation 11971 of 14 May 1999.

Table 2 shows the information relating to the stock grant plan approved by the Shareholders' Meeting and aimed at the Group's executive directors and executives who hold or will hold key positions in the implementation of the Business Plan. Specifically, the column:

  • "Financial instruments assigned in previous financial years not vested during the financial year" shows the financial instruments assigned in previous years and not vested during the year, indicating the vesting period;
  • "Financial instruments assigned during the financial year" shows the financial instruments assigned during the year, indicating the fair value at the assignment date, the vesting period, the assignment date and the market price at the assignment;
  • "Financial instruments vested during the year and not assigned" shows the number and type of instruments vested during the financial year and not assigned;
  • "Financial instruments vested during the year and attributable" contains information on instruments vested during the financial year of reference and attributable, indicating the value at the vesting date;

"Vesting period" means the period between the time when the right to participate in the incentive scheme is assigned and the time when the right accrues. Financial instruments vested during the financial year and not assigned are financial instruments for which the vesting period ended during the financial year

and which were not assigned to the recipient for failure to meet the conditions under which the assignment of the instrument was conditional (for example, failure to meet performance targets).

The value at the vesting date is the value of the financial instruments accrued, even if not yet paid (for example, due to the presence of lock up clauses), at the end of the vesting period.

For a breakdown of other items, see attachment 3A, statement 7-bis and 7-ter of Consob Regulation 11971 of 14 May 1999.

Table 3 contains information on monetary incentive plans for members of the administration body and other executives with strategic responsibilities; in particular, it shows:

For the section "Bonus for the year"

  • In the column "payable/paid", the bonus accrued for the year for the targets reached during the year and paid or payable because not subject to further conditions (known as upfront fee).
  • The column "Deferred" shows the bonus dependent on the targets to be reached during the year but not payable because subject to further conditions (known as deferred bonus).

For the section "Bonus of previous years"

  • The column "No longer payable" shows the sum of bonuses deferred in previous years still to be paid at the beginning of the financial year and no longer payable for failure to meet the conditions to which they are subject.
  • The column "Payable/Paid" shows the sum of bonuses deferred in previous years still to be paid at the beginning of the financial year and paid during the year or payable.
  • The column "Still deferred" shows the sum of bonuses deferred in previous years still to be paid at the beginning of the financial year and still deferred.

Lastly, the column "Other bonuses" shows the bonuses for the year not explicitly included in specific ex ante defined plans.

Finally, pursuant to Article 84-quater, paragraph four of the Consob Issuers' Regulations, Table 4 shows shareholdings in Sabaf S.p.A. held by directors and executives with strategic responsibilities, as well as their non-separated spouses and dependent children, directly or through subsidiaries, trust companies or third parties, as shown in the shareholder register, communications received and other information acquired from the same parties. This includes all persons who held office during the year, even for only part of the year. The number of shares held is shown by individual director and in aggregate form for executives with strategic responsibilities.

TAB. 1 - Remuneration paid to members of the Board of Directors and Board of Statutory Auditors and other executives with strategic responsibilities in 2018

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0 0 0 0 0 0 0 0 0
(
)
l
I
I
I
To
ta
2,
0
0
0
4,
0
0
0
0 0 0 0 6,
0
0
0
0 0
(a
) o
f w
hic
h €
2,
000
Bo
D m
ing
eet
at
as
dan
fee
ten
ce
s
(a
) o
f w
hic
h €
Co
itte
4,
000
eet
as
mm
e m
ing
dan
fee
at
ten
ce
s
An
na
do
l
i
Pe
n
D
ire
cto
r
8 Ma
1
Ja
n -
2
0
1
8
y
Ap
l o
f
p
rov
a
2
0
17
f
ina
ia
l
nc
sta
tem
ts
en
(
I
)
Re
mu
ne
ion
Sa
ba
f
S.p
A.
rat
at
2,
0
0
0
(a)
0 0 0 0 0 2,
0
0
0
0 0
(
I
I
)
Re
mu
ne
ion
fro
bs
i
d
iar
rat
m
su
ies
d a
f
f
i
l
iat
an
es
0 0 0 0 0 0 0 0 0
(
I
I
I
)
To
l
ta
2,
0
0
0
0 0 0 0 0 2,
0
0
0
0 0
(a
) o
f w
hic
h €
2,
000
Bo
D m
ing
eet
at
as
dan
fee
ten
ce
s
Na
d
me
an
su
rn
am
e
Pe
rio
d o
Ex
iry
of
Fix
ed
Re
ion
rat
mu
ne
for
da
at
ten
nc
e
ria
ble
Va
re
mu
eq
ion
(n
rat
ne
on
uit
)
y
No
n
Ot
he
r
Fa
ir V
alu
f
e o
Ind
nit
for
em
y
d o
f o
ffic
en
e o
r
Of
fic
e
f off
ice
p
off
ice
rem
tio
un
era
n
Co
itt
at
mm
ee
eti
me
ng
s
nd
Bo
nu
s a
oth
er
inc
tiv
en
es
Pro
fit
sh
ari
ng
tar
mo
ne
y
be
fit
ne
s
tio
rem
un
era
n
To
tal
uit
eq
y
tio
rem
un
era
n
mi
tio
f
ter
na
n o
loy
nt
em
p
me
rel
ati
sh
ip
on
d
f
S
Bo
ar
o
Au
d
i
to
rs
ta
tu
to
ry
A
les
dr
sa
n
a
i
Tr
on
co
n
C
ha
irm
an
Ma
8
1 De
3
y -
2
0
1
8
c
l o
f
Ap
p
rov
a
f
ina
ia
l
2
0
2
0
nc
sta
tem
ts
en
(
I
)
Re
rat
mu
ne
ion
Sa
ba
f
S.p
A.
at
3
0,
0
0
0
0 0 0 0 0 3
0,
0
0
0
0 0
(
I
I
)
Re
mu
ne
ion
fro
bs
i
d
iar
rat
m
su
ies
d a
f
f
i
l
iat
an
es
0 0 0 0 0 0 0 0 0
(
I
I
I
)
To
l
ta
3
0,
0
0
0
0 0 0 0 0 3
0,
0
0
0
0 0
Lu
isa
An
lm
i
se
S
d
ing
ta
n
Au
d
ito
r
Ja
1
3
1
n -
De
2
0
1
8
c
Ap
l o
f
p
rov
a
2
0
2
0
f
ina
ia
l
nc
sta
tem
ts
en
(
I
)
Re
rat
mu
ne
ion
Sa
ba
f
S.p
A.
at
2
0,
0
0
0
0 0 0 0 0 2
0,
0
0
0
0 0
(
)
I
I
Re
mu
ne
fro
bs
d
ion
i
iar
rat
m
su
d a
f
f
l
ies
i
iat
an
es
0 0 0 0 0 0 0 0 0
(
)
l
I
I
I
To
ta
2
0,
0
0
0
0 0 0 0 0 2
0,
0
0
0
0 0
M
au
ro
V
ive
i
nz
S
tat
ut
or
y
Au
d
ito
r
8
Ma
3
1
y -
De
2
0
1
8
c
Ap
l o
f
p
rov
a
2
0
2
0
f
ina
ia
l
nc
sta
tem
ts
en
(
)
I
Re
rat
mu
ne
ion
Sa
ba
f
S.p
A.
at
2
0,
0
0
0
0 0 0 0 0 2
0,
0
0
0
0 0
(
I
I
)
Re
mu
ne
ion
fro
bs
i
d
iar
rat
m
su
ies
d a
f
f
i
l
iat
an
es
0 0 0 0 0 0 0 0 0
(
I
I
I
)
To
l
ta
2
0,
0
0
0
0 0 0 0 0 2
0,
0
0
0
0 0
Na
d
me
an
Pe
rio
d o
Ex
iry
of
Fix
ed
ion
Re
rat
mu
ne
for
da
at
ten
nc
e
Va
ria
ble
re
mu
eq
ion
(n
rat
ne
on
uit
)
y
No
n
Ot
he
r
ir V
alu
f
Fa
e o
Ind
nit
for
em
y
d o
f o
ffic
en
e o
r
su
e
rn
am
Of
fic
e
f off
ice
p
off
ice
rem
tio
era
un
n
Co
itt
at
ee
mm
eti
me
ng
s
Bo
nd
nu
s a
oth
er
inc
tiv
en
es
Pro
fit
sh
ari
ng
tar
mo
ne
y
be
fit
ne
s
tio
rem
era
un
n
To
tal
uit
eq
y
tio
rem
un
era
n
mi
tio
f
ter
na
n o
loy
nt
em
p
me
rel
ati
sh
ip
on
Au
d
i
to
rs
n
o
lo
in
f
f
ic
ng
er
o
du
in
t
e
r
g
he
y
ea
r
de
ie
ev
un
r r
w
io
An
to
n
Pa
in
t
ss
an
o
C
ha
irm
an
8 Ma
1
Ja
n -
2
0
1
8
y
Ap
l o
f
p
rov
a
2
0
17
f
ina
ia
l
nc
sta
tem
ts
en
(
)
ion
I
Re
rat
mu
ne
Sa
ba
f
S.p
A.
at
0 0 0 0 0 0 0 0 0
(
I
I
)
Re
ion
rat
mu
ne
fro
bs
i
d
iar
ies
m
su
d a
f
f
i
l
iat
an
es
0 0 0 0 0 0 0 0 0
(
)
l
I
I
I
To
ta
0 0 0 0 0 0 0 0 0
ico
En
r
l
i
Br
o
S
d
ing
ta
n
Au
d
ito
r
1
Ja
8
n -
Ma
2
0
1
8
y
Ap
l o
f
p
rov
a
f
ina
ia
l
2
0
17
nc
sta
tem
ts
en
(
I
)
Re
ion
rat
mu
ne
Sa
ba
f
S.p
A.
at
0 0 0 0 0 0 0 0 0
(
)
I
I
Re
ion
rat
mu
ne
fro
bs
d
i
iar
ies
m
su
d a
f
f
l
i
iat
an
es
0 0 0 0 0 0 0 0 0
(
I
I
I
)
To
l
ta
0 0 0 0 0 0 0 0 0
O
he
t
t
r e
xe
cu
iv
i
h
t
tr
es
w
s
ic
te
a
g
re
sp
i
b
i
l
i
ie
t
on
s
s
O
he
ive
t
t
r e
xe
cu
ic
str
ate
g
re
sp
on
it
h
s w
i
b
i
l
it
ies
(
3
)
s
Ja
1
3
1
n -
De
2
0
1
8
c
N
/
A
(
I
)
Re
ion
rat
mu
ne
Sa
ba
f
S.p
A.
at
(a)
4
2
0,
7
4
3
0 9
5,
9
8
0
0 15
7
8
1
,
0 5
3
2,
5
0
4
0 0
(
I
I
)
Re
ion
rat
mu
ne
fro
bs
i
d
iar
ies
m
su
d a
f
f
i
l
iat
an
es
9
4,
5
0
0
0 0 0 0 0 9
4,
5
0
0
0 0
(
I
I
I
)
To
l
ta
5
15
2
4
3
,
0 9
5,
9
8
0
0 15
7
8
1
,
0 6
27
0
0
4
,
0 0

(a) remuneration including 44,613 related to Remuneration for non-competition agreement

TAB. 2 - Incentive plans based on financial instruments, other than stock options, for members of the board of directors, general managers and other executives with strategic responsibilities

Fin
an
ins
tru
me
sig
d i
as
ne
n p
fin
cia
l y
an
d d
uri
ste
ve
fin
cia
an
cia
l
nts
iou
rev
s
t
ea
rs
no
th
ng
e
l y
ea
r
Fin
an
cia
l in
str
um
en
sig
ts
as
ne
d d
uri
fin
ng
an
cia
l y
ea
r
Fin
cia
l
an
ins
tru
nts
me
d d
uri
ste
ve
ng
fin
cia
l y
an
ea
r
d n
sig
d
ot
an
as
ne
Fin
cia
an
d d
uri
ste
ve
ye
ar
an
l in
str
ts
um
en
fin
cia
l
ng
an
d a
ssi
ed
gn
Fin
cia
l
an
ins
tru
nts
me
ini
rta
to
pe
ng
the
fin
cia
l
an
ye
ar
Na
me
d
an
su
rn
am
e
Of
fic
e
Pla
n
mb
Nu
er
d t
f
an
yp
e o
fin
cia
l
an
ins
tru
nt
me
s
Ve
sti
ng
rio
d
pe
Nu
mb
d
er
an
f
typ
e o
fin
cia
l
an
ins
tru
nts
me
Fa
ir V
alu
t
e a
the
sig
t
as
nm
en
da
te
Ve
sti
ng
rio
d
pe
As
sig
t
en
nm
da
te
Ma
rke
ric
t p
e o
n
sig
t
as
nm
en
Nu
mb
d t
er
an
yp
e
of
fin
cia
l
an
ins
tru
nts
me
mb
Nu
er
d t
an
yp
e
of
fin
cia
l
an
ins
tru
me
n
ts
Va
lue
at
sti
da
te
ve
ng
Fa
ir V
alu
e
Pie
tro
Iot
ti
Ch
ief
tiv
Ex
ecu
e
Of
fic
er
Re
ati
ner
mu
Sab
af S
A.
at
on
.p.
20
18
Sto
ck
Gr
Pl
ant
an
(
18)
Ma
20
y
0 -- rig
hts
56,
000
nd
ing
res
cor
po
56,
000
to
sha
res
40
120
7,
3 y
ear
s
15
Ma
20
18
y
€ 1
9.4
8 /
sh
are
0 0 -- 96
98
5
,
Gi
luc
an
a
Be
sch
i
Dir
ect
or
Re
ati
mu
ner
Sab
af S
A.
at
on
.p.
20
18
Sto
ck
Gr
Pl
ant
an
(
18)
Ma
20
y
0 -- rig
hts
33,
600
nd
ing
cor
res
po
33,
600
to
sha
res
244
272
,
3 y
ear
s
15
Ma
20
18
y
€ 1
9.4
8 /
sh
are
0 0 -- 58,
191
Ot
he
r e
xe
cu
tiv
wi
th
str
ate
es
g
ic
ibi
res
po
ns
liti
(
3)
es
Re
ati
mu
ner
Sab
af S
A.
at
on
.p.
20
18
Sto
ck
Gr
Pl
ant
an
(
Ma
20
18)
y
0 -- 46
000
rig
hts
,
nd
ing
cor
res
po
46
000
to
,
sha
res
334
420
,
3 y
ear
s
15
Ma
20
18
y
sh
€ 1
9.4
8 /
are
0 0 -- 93
52
1
,
T
O
T
A
L
9
8
8
1
2
5,
-- 2
4
8,
6
9
7

(figures in euro)

TAB. 3 - Monetary incentive plans for members of the board of directors and other executives with strategic responsibilities (figures in euro)

Bo
for
he
t
nu
s
y
ea
r
Bo
nu
f p
iou
s o
rev
s y
ea
rs
Na
d
me
an
su
rn
am
e
O
f
f
ice
lan
P
Pa
/ Pa
b
le
y
a
i
d
fer
d
De
re
De
fer
nt
me
io
d
p
er
No
lon
g
er
b
le
p
ay
a
Pa
/ Pa
b
le
y
a
i
d
l de
S
i
l
t
fer
d
re
O
he
t
r bo
nu
se
s
P
iet
Iot
i
t
ro
C
h
ie
f
ive
Ex
ut
ec
O
f
f
ice
r
Re
ion
rat
at
mu
ne
Sa
ba
f
S.p
A.
M
B
O
P
lan
2
0
17
(
h
)
Ma
2
0
17
rc
0 0 0 3
3,
3
3
3
0 0
Re
ion
rat
at
mu
ne
Sa
ba
f
S.p
A.
O
lan
2
0
1
8
M
B
P
(
h
)
Ma
2
0
1
8
rc
0 3,
0
0
0
7
Ma
h
2
0
1
9
rc
0 0 0 0
G
ian
luc
a
Be
h
i
sc
ive
ire
Ex
D
ut
cto
ec
r
Re
ion
rat
at
mu
ne
Sa
ba
f
S.p
A.
2
0
17
M
B
O
P
lan
(
Ma
h
2
0
17
)
rc
0 0 0 3
2,
9
4
9
0 0
ion
Re
rat
at
mu
ne
Sa
ba
f
S.p
A.
M
B
O
P
lan
2
0
1
8
(
Ma
h
2
0
1
8
)
rc
0 2
6,
3
7
4
h
Ma
2
0
1
9
rc
0 0 0 0
O
he
ive
t
t
r e
xe
cu
it
h s
ic
tra
teg
s w
re
sp
on
i
b
i
l
it
ies
(
3
)
s
Re
ion
rat
at
mu
ne
Sa
ba
f
S.p
A.
M
B
O
P
lan
2
0
17
(
Ma
h
2
0
17
)
rc
0 0 0 9
5,
9
8
0
0 0
Re
ion
rat
at
mu
ne
Sa
ba
f
S.p
A.
O
lan
2
0
1
8
M
B
P
(
Ma
h
)
2
0
1
8
rc
0 1,
6
3
5
5
Ma
h
2
0
1
9
rc
0 0 0 0
l
To
ta
0 1
5
1,
0
0
9
0 1
6
2,
2
6
2
0 0
Su
d
Na
rn
am
e a
n
me
O
f
f
ice
Ty
f
Ow
h
ip
p
e o
ne
rs
In
Co
ste
ve
e
mp
an
y
No
ha
he
l
d
. s
re
s
No
ha
. s
re
s
ire
d
ac
q
u
No
ha
. s
re
s
l
d
so
No
ha
he
l
d
. s
re
s
3
1
De
2
0
1
7
at
c
3
1
De
2
0
1
8
at
c
Sa
ler
i
G
ius
ep
p
e
C
ha
irm
an
In
d
ire
hro
h t
he
ct
t
ug
bs
i
d
iar
su
y
G
ius
Sa
ler
i
S.a
A.
ep
p
e
.p.
Sa
ba
f
S.p
A.
2,
7
6
6,
3
1
3
- - 2,
7
6
6,
3
1
3
i
iet
Iot
P
t
ro
C
h
ie
f
Ex
ive
O
f
f
ice
ut
ec
r
ire
D
ct
Sa
ba
f
S.p
A.
1
0,
0
0
0
1,
0
0
0
- 1
1,
0
0
0
la
To
i
Da
ie
sca
n
n
D
ire
cto
r
d
ire
hro
h s
In
ct
t
ug
p
ou
se
Sa
ba
f
S.p
A.
- 2,
4
1
9
- 2,
4
1
9
D
ire
ct
Sa
ba
f
S.p
A.
- 4
9
8
- 4
9
8
lg
l
l
C
lau
d
Bu
i
io
are
D
ire
cto
r
In
d
ire
hro
h t
he
ct
t
ug
F
int
l
Sr
l
co
mp
an
y
e
Sa
ba
f
S.p
A.
8
5
0,
0
0
0
- - 8
5
0,
0
0
0
G
V
ive
i
Ma
ior
io
nz
uro
g
d
Au
ito
r
d
hro
h s
In
ire
ct
t
ug
p
ou
se
Sa
ba
f
S.p
A.
- 6
0
0
- 6
0
0

TAB. 4 - Shareholdings of members of the administration and control bodies and other executives with strategic responsibilities

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