CIR Group

Remuneration Information • Mar 29, 2019

ORDINARY AND EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS

Single call – April 29 2019 – at 11.00 a.m.

PALAZZO DELLE STELLINE CONGRESS CENTRE

CORSO MAGENTA 61 - MILANO

* * *

Report on Item 4) on the Agenda

PROPOSAL TO APPROVE STOCK GRANT PLAN 2019

CIR S.p.A. – Capitale sociale € 397.146.183,50 – Sede legale : Via Ciovassino 1, 20121 Milano – www.cirgroup.it R.E.A. n. 1950112 – Iscrizione Registro Imprese di Milano / Codice Fiscale / Partita IVA n. 00519120018 Società soggetta all'attività di direzione e coordinamento di COFIDE S.p.A.

Sede di Roma: Via del Tritone, 169 – 00187 Roma – Tel. +39 06 692055.1

PROPOSAL TO APPROVE STOCK GRANT PLAN 2019

Dear Shareholders,

In order to reward the loyalty to the Company of persons in key positions in the management of the businesses of the Group, and to provide an incentive for them to increase their commitment to improving the performance of the various companies, we propose that you approve Stock Grant 2019 (the "Plan") aimed at executives and/or directors of the Company, its subsidiaries and its parent company, who will be from time to time identified by the bodies of the Company with competence on this matter or delegated to do so and to whom a total maximum number of 2,200,000 Units may be assigned.

The Stock Grant Plan involves the award free of charge of conditional rights (the "Units") which are not transferable to third parties or other beneficiaries, each of which gives the right to be assigned one CIR share, free of charge, when the time horizons have been reached and subject to compliance with the conditions stated in the Plan.

The shares assigned in execution of the Plan will be withdrawn exclusively from the own shares held by the Company.

The Plan that we are submitting to your approval is the subject of the Information Document drawn up by the Board of Directors of the Company, which describes the terms, conditions and procedures for execution of the same (the "Information Document") and which has been made available to you in accordance with the terms of current Consob regulations.

We therefore submit to your approval the following resolution:

"The Ordinary Annual General Meeting of the Shareholders of CIR S.p.A. – COMPAGNIE INDUSTRIALI RIUNITE, acknowledging the proposal made by the Board of Directors

RESOLVES

1) To approve Stock Grant Plan 2019 aimed at executives and/or directors of the Company, its subsidiaries and its parent company, through the assignment of a maximum number of 2,200,000 Units, each of which will give the beneficiaries the right to be assigned free of charge 1 share of the Company, all as illustrated in the Information Document prepared in accordance with the terms of D.Lgs. no. 58/98;

• 2) To give the Board of Directors full powers to execute the Plan and in particular, merely by way of an example but not exhaustively, to:
  • a) Identify the beneficiaries and define the number of Units to be assigned to each of them in relation to the maximum number approved by the Shareholders' Meeting;
  • b) Draw up and approve the Regulations of the Plan and carry out any obligation, formality, notification (including those prescribed by regulations applicable at any one time in relation to the Plan) that may be necessary or appropriate for the purposes of managing and/or implementing the Plan, in accordance with the terms and conditions described in the Information Document;

All of the above with the right to delegate all or part of the above-mentioned powers to the Chairman and/or the Chief Executive Officer.

INFORMATION DOCUMENT ON STOCK GRANT PLAN 2019

This document (the "Information Document") was drawn up in accordance with the terms of Art. 84-bis of Consob Regulatory Document no. 11971/99 ("Rules for Issuers") in implementation of D.Lgs. no. 58/98, in order to provide the Shareholders' Meeting with the information necessary for them to vote on the subject of Stock Grant Plan 2019, which meets the definition of a relevant plan as per the terms of Art. 84-bis, 2nd paragraph of the Rules for Issuers.

List of definitions

For the purposes of this Information Document, the terms and expressions listed below have the meaning indicated alongside each of them:

• "Shares": the ordinary shares of the Company each with a nominal value of euro 0.50.
• "Beneficiaries": the directors of the Company, the executives of the Company as well as the executives and/or directors of the Subsidiaries and of the parent company COFIDE S.p.A., identified by the competent bodies of the Company, at their indisputable discretion, or by persons or bodies delegated from among those with strategically significant functions in the Company and/or in the Group in relation to the creation of value, to whom Units are assigned.
• "Board of Directors": the Board of Directors of the Company at any one time.
• "Grant Date": the date of the resolution with which the Board of Directors identifies the Beneficiaries, determining the number of Units to be assigned to each of them.
• "Executives with strategic responsibilities": individuals thus defined in Annex 1 of Consob Regulatory Document no. 17221 of March 12 2010, giving instructions on the subject of related-party transactions, and identified in the "Rules for Related-Party Transactions" adopted by CIR S.p.A. as individuals not on the Board of Directors or the Board of Statutory Auditors.
• "Group": the company COFIDE S.p.A. and its subsidiaries.
• "CIR Index": the ratio (expressed as a percentage) between the Normal Value at each of the vesting dates of the Units and the Initial Value.
• "Relative FTSE Index": the ratio (expressed as a percentage) between the average points of the FTSE Italia Mid Cap index recorded in the 30 calendar days preceding each of the vesting dates of the Units (including those same dates) and the average points of the FTSE Italia Mid Cap index recorded in the 30 calendar days preceding the Grant Date.

• "Plan": Stock Grant Plan 2019.

• "Employment Relationship": the employment relationship or directorship existing between the Beneficiaries and the Company, its subsidiaries or its parent company COFIDE S.p.A..

• "Regulations": the regulations which define the criteria, terms and conditions for implementing the Plan.
• "Membership Form": the appropriate form delivered by the Company to the Beneficiaries, which when signed by them, constitutes to all extents and purposes, their full and unconditional membership of the Plan.
• "Company": CIR S.p.A.
• "Final Maturity of the Plan": April 29 2029, i.e. the same date of the tenth year following the Grant Date, on which date any Units which have not been exercised for any reason will cease to be effective.
• Units": the conditional rights that are the subject of the Plan, assigned free of charge and non-transferable between living persons, each of which gives the Beneficiaries the right to be assigned free of charge 1 Share according to the terms and conditions contained in the Regulations. The Units will be divided into two categories: (i) "Time-based Units" the vesting of which will be subject to time limits; (ii) "Performance Units" the vesting of which will be subject to time limits and to reaching objectives in terms of the CIR Index and the Relative FTSE Index. (See point 3.4)
• "Additional Units": any further Units that may be assigned to the Beneficiaries in the event of a distribution of ordinary dividends.
• "Initial Value": the Normal Value of the Shares at the Grant Date, which will be indicated in the Membership Form.
• "Normal Value": the normal value of the Shares at any one time, determined as per the terms of Art. 9, paragraph 4, lett. A) of the TUIR.

1. The beneficiaries

1.1 Indication of the names of the beneficiaries of the Plan who are members of the Board of Directors of the Company

The Chief Executive Officer and General Manager, Ms Monica Mondardini.

1.2 Indication of the categories of employees who are beneficiaries of the Plan

Executives and/or Directors of the Company CIR, of its subsidiaries and of its parent company COFIDE S.p.A.

1.3 Indication of the name of the beneficiaries of the Plan who belong to the following groups: a) general managers of the issuer, b) other executives with strategic responsibilities of the issuer which is not of "of a smaller size" if they have received in the year total compensation higher than the highest compensation package assigned to the Members of the Board of Directors, c) individuals who control the issuer who are employees or have a consulting role in the same issuer

a) See point 1.1 above.

1.4a Description and indication of the number of beneficiaries of the Plan who hold the position of executive with strategic responsibilities other than those indicated in letter b) of paragraph 1.3

No. 1 - Executive of the Company CIR responsible for the preparation of the accounting documents in accordance with Art. 154-bis of the Finance Consolidation Act (TUF).

1.4b Aggregate indication of the Executives with strategic responsibilities in the case of companies "of a smaller size".

Not applicable.

1.4c Any categories of employees and freelancers for whom there are different forms of the Plan

Not applicable.

2. Reasons for the adoption of the Plan

2.1 Objective of the Plan

The plan aims to increase loyalty in the Employment Relationship between the Company, its subsidiaries and its parent company COFIDE S.p.A. and the Beneficiaries and to provide an incentive to increase their commitment to improving the performance of the Company.

In view of the fact that creation of value for the Shareholders in the long term is the primary objective of the Company and that the most suitable way of measuring this value is to consider the rise in the market value of the Company's share, the Board of Directors considers that an incentive Plan based on the vesting of a right to be assigned shares free of charge in the medium term and on performance objectives correlated with the trend of the prices of those shares on the Stock Exchange (indexed to the FTSE Italia Mid Cap Index) – thereby aligning the interests of management with those of the Shareholders – is the most effective method of incentivization and one which best corresponds to the interests of the Company.

The time horizons on which the Plan is based, which involve the following: (i) a period of 2 years (from the Grant Date) before the Units start vesting; (ii) a further period of almost 2 years so that all the Units assigned can vest; (iii) a further period of approximately 6 years during which the Beneficiaries can request assignation of the Shares not yet assigned, make it possible both to pursue the objectives of rewarding loyalty, incentivizing and aligning the interests of management with those of the Shareholders (in the long term), and to guarantee financial benefits for the Beneficiaries.

The share-based compensation plan is one of the instruments used to supplement compensation packages with loyalty-rewarding and incentivizing benefits which are deferred over an appropriate time frame and are linked to the achievement of performance objectives, the aim of which is to create value for the Shareholders in the medium-long term.

2.2 Key variables and performance indicators

For the Time-based Units to be exercisable the only condition considered was the passage of the pre-established time limits, while for the Performance Units to be exercisable certain performance objectives of the CIR Index also have to be reached on the Stock Exchange in relation to the FTSE Italia Mid Cap Index. In fact it was thought appropriate to measure the performance of the CIR share not in absolute terms, but in relation to the general trend of the market in order to separate out, as far as is possible, the assessment of the actual performance of the share from any dynamics of a general kind that do not necessarily relate to the specific performance of the Company.

2.3 Criteria for determining the number of Units to assign

The number of Units assigned to each Beneficiary is determined mainly by taking into account their role in the Company, or in the subsidiaries or the parent company COFIDE S.p.A. and the importance of the function carried out by each of them.

More specifically, after determining the value of each Unit using the financial parameters in general use (mainly: Stock Exchange price and volatility of the CIR Index and the FTSE Italia Mid Cap Index), the number of Units to be assigned to each Beneficiary is fixed on the basis of the specific role of the individuals concerned and the total emoluments received by them on other accounts.

The Units of the Plan are considered to all extents and purposes as being assigned as of the date of the resolution adopted by the Board of Directors, or the body delegated by the Board, approving the list of Beneficiaries and the number of Units to be assigned to each of them.

2.4. Reasons for any decision to assign compensation plans based on financial instruments not issued by the Company

Not applicable.

2.5 Considerations on the subject of tax and accounting implications of a significant nature

The Stock Grant Plan involves recording in the income statement, in the period between the Grant Date and the end of the vesting period of the Units, the cost representing the market value of the Units assigned to the Beneficiaries at the moment of their grant. The cost thus determined is tax deductible.

2.6 Possible support for the Plan by a special Fund for incentivizing the participation of workers in enterprises, as per Art. 4, paragraph 112, of Law no. 350 of December 24 2003.

Not applicable.

3. Approval process and timing for assignment of the instruments

3.1 Powers and functions delegated by the Shareholders to the Board of Directors for implementing the Plan

The proposal to give the Board of Directors the powers necessary to implement the Plan will be put before the Annual General Meeting of the Shareholders of the Company. Such powers shall be exercised in observance of the limits and conditions established by the same Shareholders' Meeting.

In particular, it will be proposed that the Board of Directors be given full powers to implement the Plan, more specifically, and this is purely by way of an example, to: (i) identify the beneficiaries and define the number Units to be assigned to each of them in relation to the total maximum number approved by the Shareholders' Meeting; (ii) draw up the Regulations of the Plan and carry out any obligation, formality or notification that may be necessary or useful for the purpose of managing and/or implementing the Plan, in accordance with the terms and conditions described in the Information Document.

3.2 Individual mandated to administer the Plan

The individual mandated to administer the Plan is the General Manager of the Company.

3.3 Existing procedures for amending the Plan

In the event of any extraordinary transactions on the capital of CIR S.p.A. or of any similar transactions such as, for example but not limited just to these, capital increases whether free of charge or against payment, stock splits or reverse splits, mergers, de-mergers, extraordinary dividend distributions, or any other events likely to affect the Units or the Shares, the Board of Directors must amend the Regulations, making any changes and additions necessary or useful to maintain the essential content of the Plan unchanged as far as possible within the limits permitted by regulations in force at any one time.

In the event of the Company distributing ordinary dividends, the Beneficiaries will have the right to be assigned Additional Units to take into account the effects of such distributions, according to what will be specified in the Regulations. The assignation of the Additional Units will take place within 10 days of the payment date of the ordinary dividend. The Additional Units will be immediately convertible into Shares and will then be subject to the same conditions as the Units.

Should the Company hear of the intention of launching a public offer to buy or exchange the shares of the Company, or of a bid by third parties to take over control of the Company, one third of the Units assigned but not yet vested will vest immediately, independently of the time limits or conditions set out in the Plan.

3.4 Procedures for determining the availability and assignation of shares

On the vesting date of the Time-based Units, the Beneficiaries will have the right to request assignation of the relative Shares.

On the vesting date of the Performance Units, the Beneficiaries will have the right to request assignation of the relative Shares only if the CIR Index on each vesting date is higher than the Relative FTSE Index for that same date.

The Shares assigned will be made available exclusively from the own shares held by the Company.

To this end, the Board of Directors Meeting held on March 11 2019 proposed that the Annual General Meeting of the Shareholders renew the authorization of the Board of Directors to buy back its own shares and give the Board the right to dispose of these shares, without any time limits or constraints, even to service the compensation plans based on the shares of the Company.

3.5 Role played by each Director in the determination of the characteristics of the Plan

The Board of Directors approves the proposed Plan taking into account the indications formulated by the Appointments and Compensation Committee, as stipulated in the Code of Conduct for Listed Companies. The Ordinary Meeting of the Shareholders approves the Plan giving the Board of Directors full powers to execute it, powers which include approving the Regulations, identifying the Beneficiaries and the number of Units to assign to each of them.

On the same date the Ordinary Meeting of the Shareholders approves the renewal of the authorization of the Board of Directors to buy back own shares, authorizing the Board to dispose of the same shares, without any time limits or constraints, even to service the Company's share-based compensation plans.

The Appointments and Compensation Committee draws up the Regulations of the Plan and proposes the number of Units to assign to each Beneficiary, taking into account, for the Executives, the proposals made on the subject by the Chief Executive Officer in agreement with the Chairman of the Board of Directors.

Subsequently the Board of Directors, in the absence of any Directors who are affected as beneficiaries, having duly acknowledged the proposal of the Appointments and Compensation Committee, approves the Regulations of the Plan and the list of Beneficiaries with the number of Units assigned to each of them, in accordance with the terms and conditions established by the Ordinary Shareholders' Meeting.

3.6 Date of the decision taken by the appropriate body to put forward the approval of the Plan to the Shareholders' Meeting and of the proposal of the Compensation Committee, where applicable

At the meeting held on March 11 2019 the Board of Directors approved the Plan proposal and this Information Document, which describes the terms and conditions of the Plan, taking into account the indications formulated by the Appointments and Compensation Committee.

This document will be submitted to the approval of the Ordinary General Meeting of the Shareholders to be convened at a single call on April 29 2019.

3.7 Date of the decision taken by the appropriate body on the subject of the assignation of Units and of the proposal of the Compensation Committee, if applicable.

At the end of the Ordinary Meeting of the Shareholders that has authorized the Board of Directors to buy back own shares and has approved the Plan, the Appointments and Compensation Committee will meet to draw up the Regulations of the Plan and identify the individual Beneficiaries, proposing the number of Units to assign to each of them. Subsequently, on the same day a meeting will be held of the Board of Directors to adopt the appropriate resolutions on the subject.

3.8 Market price of the shares recorded on the dates indicated in points 3.6 and 3.7.

On March 11 2019 (the date on which the Appointments and Compensation Committee and the Board of Directors met to define the proposal and approve the resolution to put before the AGM regarding the Plan) the official price of the CIR share on the Stock Exchange was € 1.0918.

3.9 Procedures adopted by the Company regarding the possible time correlation between the date of assignation of the Units and any decisions on the subject by the Compensation Committee and the publication of significant disclosures as per the terms of Art. 114, paragraph 1, of D.Lgs. no. 58/98.

The Plan proposal is approved by the Board of Directors at the meeting during which the Board prepares the proposed Financial Statements and approves the Consolidated Financial Statements for the previous year, which are then approved and submitted respectively to the Ordinary Annual General Meeting of the Shareholders, called upon to approve the Plan.

The Shareholders' Meeting that approves the Plan is also aware of the consolidated results of the first quarter of the current year, approved and published by the Board of Directors on the same date.

The assignation of the Units (subdivided into two categories "Time-based Units" and "Performance Units") to each Beneficiary takes place with a subsequent resolution adopted by the Board of Directors, at the proposal of the Appointments and Compensation Committee, at the meetings held on the same day as the Shareholders' Meeting that approved the Plan.

The Units on which the Plan is based will be assigned to all effects following the procedures indicated in paragraph 2.3 above.

4. The characteristics of the instruments assigned

4.1 Structure of the Plan

The Plan aims to assign free of charge to the Beneficiaries a maximum of 2,200,000 Units, each of which gives the right to receive 1 CIR Share free of charge according to the terms and conditions contained in the Regulations.

4.2. Vesting period of the Plan

The Time-based Units will vest, with the corresponding right of the Beneficiaries to be assigned the Shares free of charge, in tranches of 12.5% of the total, each of which will vest every three months starting from the first day of the second year following the Grant Date.

The Time-based Units will therefore vest as from the following dates:

• a) Up to a maximum of 12.5% as from April 30 2021;
• b) Up to a maximum of 25% as from July 31 2021;
• c) Up to a maximum of 37.5% as from October 31 2021;
• d) Up to a maximum of 50% as from January 31 2022;
• e) Up to a maximum of 62.5% as from April 30 2022;
• f) Up to a maximum of 75% as from July 31 2022;
• g) Up to a maximum of 87.5% as from October 31 2022;
• h) Up to a maximum of 100% as from January 31 2023.

The Performance Units will vest as from the same vesting dates as the Time-based Units, but only on the condition that the CIR Index on each vesting date is higher than the Relative FTSE Index on that same date.

Any of the Performance Units that did not vest at any vesting date can vest at one of the following vesting dates if the CIR Index on that subsequent vesting date is higher than the Relative FTSE Index on that same date.

The Performance Units that have vested at any of the vesting dates will be considered as vested definitively and will not cease to exist if on one of the following vesting dates the CIR Index is not higher than the Relative FTSE Index on that same date.

4.3 Final Maturity of the Plan

Any Units which have not been exercised for any reason or cause will cease to be effective on the date corresponding to the tenth year from the Grant Date.

4.4 Maximum number of Units assigned

The maximum number of Units assignable to the Beneficiaries in execution of the Plan is 2,200,000 corresponding to an equal number of Shares.

4.5 Procedures and clauses for implementing the Plan

As already stated in point 2.3 above, the number of Units assigned to each Beneficiary under the Plan is determined mainly by taking into account the role held by the individual in the Company, or in the subsidiaries or in the parent company COFIDE S.p.A. as well as the importance of his or her function and the total compensation received by each of them on other accounts.

The Plan consists of the assignation free of charge of Units that are not transferable between living persons, the exercise of which is subject to a vesting period so that the Units vest gradually over time as from the second year from the Grant Date. The Units may be exercised from their vesting date until the Final Maturity indicated in point 4.3, and as far as the Performance Units are concerned, on condition that the CIR Index at each vesting date of the Units is higher than the Relative FTSE Index for that same date.

4.6 Limits on the availability of the Units

The Units are assigned to the Beneficiaries personally and may not be transferred by deed to any living person on any account. Moreover, the right to exercise the Units Assigned is dependent on the Employment Relationship between the Beneficiary and the Company, or the subsidiaries or the parent company COFIDE S.p.A. continuing to exist.

The Plan envisages a minimum holding commitment for the Shares assigned: in the event of the Units vesting and the relative Shares being assigned, each Beneficiary irrevocably undertakes to hold continuously until the fifth anniversary of the Grant Date a number of Shares at least equal to 10% of those assigned. During this period the Shares will be subject to an inalienability requirement, unless the Board of Directors should authorize a waiver of the same.

4.7 Possible resolutive conditions in relation to the Plan in the event of the Beneficiaries entering into hedging transactions enabling them to neutralize the bar on selling the Units

There are no such conditions.

4.8 Effects resulting from the termination of the employment or the directorship

In the event of the termination of the Employment Relationship or the Directorship, for whatever reason, including the death of the Beneficiary, the Beneficiaries or their heirs will keep only the title to the Units that have vested at the moment of the termination of the relationship.

The Board of Directors has the right, at its discretion and uncontestable decision, to waive the above condition in relation to one or more Beneficiaries or their heirs – for example allowing them to keep (all or part of) the rights resulting from the Plan even if the same were to cease to exist, and in particular to keep part or all of the Units not yet vested or to be assigned (part or all of) the Shares even in the absence of the relative conditions.

4.9 Indication of any other reasons for cancellation of the Plan

There are no reasons for the cancellation of the Plan.

4.10 Reasons for possible redemption of the Units

No form of redemption of the Units by the Company is envisaged.

4.11 Possible loans or other subsidies for the purchase of Shares

Not applicable.

4.12 Measurement of the expected expense for the Company at the date of assignation of the Units

The expected expense of the Company at the Grant Date of the Units is based on the market value of the Units Assigned.

4.13 Possible dilutive effects of the Plan

Because of the characteristics of the Plan, the implementation of the same does not involve any dilutive effects.

4.14 Possible limits on voting rights and the assignation of patrimonial rights

There are no limits on voting rights or the assignation of patrimonial rights.

4.15 Information on the assignment of shares not traded on regulated markets

Not applicable.

4.16 Number of financial instruments underlying each Unit

Each Unit gives the Beneficiaries the right to be assigned 1 CIR Share.

4.17 Maturity of the Units

The Final Maturity for the exercise of the Units of the Plan is the same date of the tenth year after the Grant Date.

4.18 Procedures, timing and clauses for exercise of the Plan

The timing and the clauses of exercise are given in the preceding points.

4.19 The exercise price of the Units of the Plan or the procedures and criteria for its determination

The Units are assigned to the Beneficiaries free of charge.

4.20 Reason for any difference in the strike price of the Units compared to the market price

Not applicable.

4.21 Criteria on the basis of which there may be different strike prices for different individuals or categories of individuals among the beneficiaries

Not applicable.

4.22 Special information in the event of the financial instruments underlying the Units not being quoted

Not applicable.

4.23 Criteria for the adjustments that become necessary following extraordinary capital transactions or other transactions which involve a change in the number of underlying instruments

The criteria are given in paragraph 3.3.

Table no. 1 required by the Rules for Issuers is attached.

COMPENSATION PLANS BASED ON FINANCIAL INSTRUMENTS Table no. 1 of Schedule 7 of Annex 3A of Regulation no. 11971/1999

		CH AR T 2
		tion op s
		tion 1 sec
Na	Pos itio			tion op s re	lati ly v alid to c ent ng urr	lan ved by evi p s ap pro pr	AG M olu ous res	tion s
cat me or ego ry	n	Da f A GM te o olu tion res	De ip tion of scr ins trum ent	Op tion s h eld end of at vio pre us yea r	Op tion ised s ex erc	Gra nt d ate	Stri ke ice pr	Ma rke ice of u nde rly ing t pr sha nt d at ate res gra	Per iod wh rcis e is en exe sib le ( from o) - t pos
De Be ned etti Ro dol fo	Ch airm an	29- Ap r-0 8	Sto ck tion op ( *)	1, 750 000 ,		16- Oct -08	1.0 718	0.9 696
ive wi th s ic Exe cut trat eg sib iliti res pon es		29- Ap r-0 8	Sto ck tion op ( *)	115 000 ,		16- Oc t-0 8	1.0 718	0.9 696	from 31 /03 /20 09 to 3 1/0 3/2 019
Oth utiv f C IR, er e xec es o its sub sid iari nd its es a ent par co mp any		29- Ap r-0 8	Sto ck tion op ( *)	338 500 ,	812 400 ,	16- Oc t-0 8	1.0 718	0.9 696

Note (*): stock options resulting from the replacement of a phantom stock option plan. Approved by the AGM on April 30 2009.

		CH AR T 2
		tion op s
		tion 1 sec
Na cat me or	itio Pos	tion lati ly v alid lan ved by evi AG olu tion M to c ent op s re ng urr p s ap pro pr ous res s
ego ry	n	f A Da GM te o olu tion res	ip tion of De scr ins trum ent	tion s h eld end of Op at vio pre us yea r	tion ised Op s ex erc	nt d Gra ate	Stri ke ice pr	rke ice of u nde rly ing Ma t pr sha nt d at ate res gra	iod wh rcis e is Per en exe sib le ( from o) - t pos
De Be ned etti Ro dol fo	Ch airm an	30- Ap r-0 9	Sto ck tion op	1, 750 000 ,		15- Ma 09 y-	0.9 907	1.0 007
Exe ive wi th s ic cut trat eg sib iliti res pon es		30- Ap r-0 9	Sto ck tion op	115 000 ,		15- Ma 09 y-	0.9 907	1.0 007	from 30 /09 /20 09
Oth utiv f C IR, er e xec es o its sub sid iari nd its es a ent par co mp any		30- Ap r-0 9	Sto ck tion op	59, 800	1, 165 700 ,	15- 09 Ma y-	0.9 907	1.0 007	to 3 0/0 9/2 019
De Be ned etti Ro dol fo	Ch airm an	30- Ap r-0 9	Sto ck tion op	1, 750 000 ,		16- Oc t-09	1.5 449	1.7 142
Exe ive wi th s ic cut trat eg sib iliti res pon es		30- Ap r-0 9	Sto ck tion op	115 000 ,		16- Oc t-09	1.5 449	1.7 142	from 28 /02 /20 10
Oth utiv f C IR, er e xec es o its sub sid iari nd its es a ent par co mp any		30- Ap r-0 9	Sto ck tion op	1, 221 000 ,		16- Oc t-09	1.5 449	1.7 142	to 2 8/0 2/2 020
ned etti dol fo De Be Ro	Ch airm an	30- Ap r-1 0	ck tion Sto op	1, 750 000 ,		14- Ma 10 y-	1.6 208	1.5 012
Exe ive wi th s ic cut trat eg sib iliti res pon es		30- Ap r-1 0	Sto ck tion op	125 000 ,		14- Ma 10 y-	1.6 208	1.5 012	from 30 /09 /20 10
Oth utiv f C IR, er e xec es o its sub sid iari nd its es a ent par co mp any		30- Ap r-1 0	Sto ck tion op	1, 271 000 ,		14- Ma 10 y-	1.6 208	1.5 012	to 3 0/0 9/2 020
ned etti dol fo De Be Ro	Ch airm an	30- Ap r-1 0	ck tion Sto op	1, 750 000 ,		15- Oc t-10	1.4 982	1.6 01
Exe ive wi th s ic cut trat eg sib iliti res pon es		30- Ap r-1 0	Sto ck tion op	125 000 ,		15- Oc t-10	1.4 982	1.6 01	from /02 /20 28 11
Oth utiv f C IR, er e xec es o its sub sid iari nd its es a ent par co mp any		30- Ap r-1 0	Sto ck tion op	1, 193 000 ,		15- Oc t-10	1.4 982	1.6 01	to 2 8/0 2/2 021

COMPENSATION PLANS BASED ON FINANCIAL INSTRUMENTS Table no. 1 of Schedule 7 of Annex 3A of Regulation no. 11971/1999

		CH AR T 1
		Fina ncia l ins oth er th tock ions trum ents opt an s
		Sect ion 1
		Inst rela ting ntly val id p lans d by viou s AG M r esol utio ents to c rum urre app rove pre ns
Nam cate e or gory	Posi tion
		e of AG Dat M lutio reso n	e of fina ncia l ins Typ trum ent	cial instr ber of fi Num nan nts ume	Gra nt d ate	hase pric e of the inst Purc ents rum	ket pric the nt d Mar ate e on gra	ting iod Ves per
dard ini M onic Mon a	Chie f Ex ive Offi ecut cer	27-A pr-1 5	CIR sha o be igne d in rela tion he res t to t ass ing of " Tim e-ba sed Uni ts" ( 1) vest	461 ,357 (3)	27-A pr-1 5	The sha ill b sign ed res w e as	1.09 4	from 27 Apr il 20 15 to 31 Janu 201 9 ary
			CIR sha o be igne d in rela tion he res t to t ass ing of " Perf its" (2) vest Un orm ance	59,7 49 (4)		free of c harg e
			CIR sha o be igne d in rela tion he res t to t ass ing of " Tim e-ba sed Uni ts" ( 1) vest	1,03 4,92 3 (5)	27-A pr-1 5	The sha ill b sign ed res w e as free of c harg e	1.09 4	from 27 Apr il 20 15 to 31 Mar ch 2 018
cuti ith Exe ve w egic strat onsi bilit ies resp		27-A pr-1 5	sha o be igne d in rela tion he CIR res t to t ass ing of " Tim e-ba sed Uni ts" ( 1) vest	66,9 35	27-A pr-1 5	The sha ill b sign ed res w e as	1.09 4	from 27 Apr il 20 15 to 31 Janu 201 9 ary
			CIR sha o be igne d in rela tion he res t to t ass ing of " Perf its" (2) Un vest orm ance	--		free of c harg e
Oth ives of C ecut IR er ex its s ubsi diar ies		27-A pr-1 5	CIR sha o be igne d in rela tion he res t to t ass ing of " Tim e-ba sed Uni ts" ( 1) vest	--	27-A pr-1 5	The sha ill b sign ed res w e as	1.09 4	from il 20 27 Apr 15 to 31 Janu 201 9 ary
			CIR sha o be igne d in rela tion he res t to t ass ing of " Perf its" (2) vest Un orm ance	--		free of c harg e

		CH AR T 1 Fina ncia l ins oth er th tock ions trum ents opt an s
		Sect ion 1
		rela ting ntly val id p lans d by viou esol utio Inst s AG M r ents to c rum urre app rove pre ns
Nam cate e or gory	Posi tion
		Dat e of AG M lutio reso n	Typ e of fina ncia l ins trum ent	Num cial instr ber of fi nan nts ume	Gra nt d ate	Purc hase pric e of the inst ents rum	Mar ket pric the nt d ate e on gra	Ves ting iod per
Mon dard ini M onic a	Chie f Ex ive Offi ecut cer	29-A pr-1 6	CIR sha o be igne d in rela tion he res t to t ass ing of " Tim e-ba sed Uni ts" ( 1) vest	502 ,183 (6)	29-A pr-1 6	The sha ill b sign ed res w e as	1.09	from 29 Apr il 20 16 to 31 Janu 202 0 ary
			CIR sha o be igne d in rela tion he res t to t ass ing of " Perf Un its" (2) vest orm ance	500 ,000		free of c harg e
cuti ith Exe ve w egic strat onsi bilit ies resp		29-A pr-1 6	sha o be igne d in rela tion he CIR res t to t ass ing of " Tim e-ba sed Uni ts" ( 1) vest	77,8 88	29-A pr-1 6	The sha ill b sign ed res w e as	1.09	from 29 Apr il 20 16 to 31 Janu 202 0 ary
			CIR sha o be igne d in rela tion he res t to t ass ing of " Perf its" (2) Un vest orm ance	77,5 50		free of c harg e
Oth ives of C ecut IR er ex its s ubsi diar ies		29-A pr-1 6	CIR sha o be igne d in rela tion he res t to t ass ing of " Tim e-ba sed Uni ts" ( 1) vest	122, 975	29-A pr-1 6	The sha ill b sign ed res w e as	1.09	from il 20 29 Apr 16 to 31 Janu 202 0 ary
			CIR sha o be igne d in rela tion he res t to t ass ing of " Perf its" (2) vest Un orm ance	245 ,950		free of c harg e
Mon dard ini M onic a	Chie f Ex ive Offi ecut cer	28-A pr-1 7	CIR sha o be igne d in rela tion he res t to t ass ing of " Tim e-ba sed Uni ts" ( 1) vest	444 ,457	28-A pr-1 7	The sha ill b sign ed res w e as	1.43 59	from 28 Apr il 20 17 to 31 202 1 Janu ary
			sha o be igne d in rela tion he CIR res t to t ass ing of " Perf Un its" (2) vest orm ance	444 ,457		free of c harg e
Exe cuti ith ve w egic strat onsi bilit ies resp		28-A pr-1 7	CIR sha o be igne d in rela tion he res t to t ass ing of " Tim e-ba sed Uni ts" ( 1) vest	68,9 35	28-A pr-1 7	The sha ill b sign ed res w e as	1.43 59	from 28 Apr il 20 17 to 31 Janu 202 1 ary
			CIR sha o be igne d in rela tion he res t to t ass ing of " Perf Un its" (2) vest orm ance	68,9 35		free of c harg e
Oth ives of C IR ecut er ex its s ubsi diar ies		28-A pr-1 7	CIR sha o be igne d in rela tion he res t to t ass ing of " Tim e-ba sed Uni ts" ( 1) vest	218 ,629	28-A pr-1 7	The sha ill b sign ed res w e as free of c harg e	1.43 59	from 28 Apr il 20 17 to 31 Janu 202 1 ary
			CIR sha o be igne d in rela tion he res t to t ass ing of " Perf Un its" (2) vest orm ance	218 ,629

					CH	AR T 1
		Fina ncia l ins oth er th tock ions trum ents opt an s
			Sect ion 1
Nam cate e or gory	Posi tion	rela ting ntly val id p lans d by viou s AG esol utio Inst ents to c M r rum urre app rove pre ns
		e of Dat AG M lutio reso n	e of fina ncia l ins Typ trum ent	cial instr ber of fi Num nan nts ume	nt d Gra ate	hase pric e of the inst Purc ents rum	ket pric the nt d Mar ate e on gra	ting iod Ves per
dard ini M onic Mon a	Chie f Ex ive Offi ecut cer	27-A pr-1 8	sha o be igne d in rela tion he CIR res t to t ass ing of " Tim e-ba sed Uni ts" ( 1) vest	631 ,875	27-A pr-1 8	The sha ill b sign ed res w e as free of c harg e	1.08 2	from 27 Apr il 20 18 to 31 Janu 202 2 ary
			CIR sha o be igne d in rela tion he res t to t ass ing of " Perf its" (2) Un vest orm ance	631 ,875
cuti ith Exe ve w egic strat onsi bilit ies resp		27-A pr-1 8	CIR sha o be igne d in rela tion he res t to t ass ing of " Tim e-ba sed Uni ts" ( 1) vest	98,0 04	27-A pr-1 8	The sha ill b sign ed res w e as free of c harg e	1.08 2	from il 20 27 Apr 18 to 31 Janu 202 2 ary
			CIR sha o be igne d in rela tion he res t to t ass ing of " Perf its" (2) vest Un orm ance	98,0 04
Oth ives of C IR ecut er ex its s ubsi diar ies		27-A pr-1 8	CIR sha o be igne d in rela tion he res t to t ass ing of " Tim e-ba sed Uni ts" ( 1) vest	306 ,864	27-A pr-1 8	The sha ill b sign ed res w e as	1.08 2	from 27 Apr il 20 18 to 31 202 2 Janu ary
			sha o be igne d in rela tion he CIR res t to t ass ing of " Perf Un its" (2) vest orm ance	306 ,864		free of c harg e

(1) the vesting of the "Time-based Units" is subject to reaching the time limits

(2) the vesting of the "Performance Units" is subject to reaching the time limits and the objectives in terms of Normal Value of the Shares

(3) of which 1,483 time units assigned on May 30 2017 as additional units after dividend payment, as per the Regulations of the Plan of which 9,874 time units assigned on May 28 2018 as additional units after dividend payment, as per the Regulations of the Plan

(4) of which 1,483 time units assigned on May 30 2017 as additional units after dividend payment, as per the Regulations of the Plan

of which 2,016 time units assigned on May 28 2018 as additional units after dividend payment, as per the Regulations of the Plan

(5) of which 34,923 time units assigned on May 28 2018 as additional units after dividend payment, as per the Regulations of the Plan

(6) of which 2,183 time units assigned on May 28 2018 as additional units after dividend payment, as per the Regulations of the Plan

COMPENSATION PLANS BASED ON FINANCIAL INSTRUMENTS Table no. 1 of Schedule 7 of Annex 3A of Regulation no. 11971/1999

		CH AR T 1
		Fina ncia l ins oth er th tock ions trum ents opt an s
		Sect ion 2
Nam cat e or egor y	ition Pos	inst to b sign ed o n th e ba sis o f the dec ision of t he B oard of D irec to b t be fore the Sha reho lder eetin New s' M ents tors rum e as e pu g
		Dat e of AG M lutio reso n	Typ e of fina ncia l ins trum ent	cial instr Num ber of fi nan assi d nts ume gne	Gra nt d ate	Purc hase pric e of the inst ents rum	Mar ket pric nt d ate e on gra	Ves ting iod per
dard ini M onic Mon a	Chi ef E tive Off icer xecu		sha CIR res
cuti ith s gic Exe trate ve w onsi bilit ies resp			CIR sha res
Oth tive s of CIR er e xecu its s ubsi diar ies a nd i ts nt c pare omp any			CIR sha res