Report on Remuneration Policy and Compensation Paid of Gefran S.p.A.

Pursuant to Article 123-ter of the Consolidated Law on Finance (TUF) and Article 84-quater of the Consob Issuers' Regulation

www.gefran.com

Approved by the Board of Directors on 13 March 2025

	SUMMARY2
	INTRODUCTION 3
A.	REFERENCE REGULATORY FRAMEWORK 3
B.	PURPOSE OF THE REPORT 3
C.	EXECUTIVE SUMMARY 5
	DESCRIPTION OF CHANGES COMPARED TO THE 2024 REPORT 6
	SECTION I - REMUNERATION POLICY FOR FISCAL YEAR 2025 7
A.	PARTIES INVOLVED IN THE PROCESS OF PREPARING, ADOPTING AND IMPLEMENTING THE POLICY 7
B.	EXCEPTIONAL CIRCUMSTANCES PERMITTING TEMPORARY EXCEPTIONS TO THE REMUNERATION POLICY 11
C.	AIMS, PRINCIPLES AND TOOLS OF THE REMUNERATION POLICY 12
D.	OUTCOME OF VOTING AT THE SHAREHOLDERS' MEETING 13
E.	GENERAL TERMS OF THE POLICY 14
	(i) Structure of the remuneration package 14
	(ii) Fixed component of remuneration 14
	(iii) Variable components of remuneration and una tantum payments 15
F.	SHORT- MEDIUM TERM VARIABLE COMPONENT (MBO) 15
	(i) Criteria underlying its determination and payment 15
	(ii) malus and clawback mechanisms 17
	(iii) MBO for the year 2025 18
	(iv) Sustainability 20
	(v) Enterprise Risk Management 20
G.	MEDIUM-LONG TERM VARIABLE COMPONENT (LTI) 21
	(i) criteria underlying its determination and payment 21
H.	BENEFITS AND WELFARE 21
I.	INDEMNITY FOR RESIGNATION, DISMISSAL OR TERMINATION OF EMPLOYMENT 22
J.	NO COMPETITION AGREEMENTS 24
	INDIVIDUAL REMUNERATION POLICIES 25
K.	DIRECTORS' REMUNERATION 25
L.	REMUNERATION OF DIRECTORS WITHOUT SPECIAL DUTIES 25
M.	REMUNERATION OF DIRECTORS WITH SPECIAL DUTIES 26
N.	REMUNERATION OF THE BOARD OF STATUTORY AUDITORS 27
O.	REMUNERATION OF GENERAL MANAGERS AND OTHER EXECUTIVES WITH STRATEGIC RESPONSIBILITIES 27
	SECTION II - REPORT ON COMPENSATION PAID FOR 202429
A.	2024 BUSINESS RESULTS 29
B.	2024 REMUNERATION 29
C.	REMUNERATION OF THE BOARD OF DIRECTORS 29
	(i) Remuneration of directors without special duties 29
	(ii) Remuneration of directors with special duties 30
D.	REMUNERATION OF THE CHIEF EXECUTIVE OFFICER 31
	(i) Remuneration of the Chief Executive Officer 31
	(ii) Remuneration of the General Manager 31
E.	REMUNERATION OF THE BOARD OF STATUTORY AUDITORS 32
F.	REMUNERATION OF EXECUTIVES WITH STRATEGIC RESPONSIBILITIES 32

INTRODUCTION

A. Reference regulatory framework

This Report on Remuneration Policy and Compensation Paid (the "Report"), approved by the Board of Directors on 13 March 2025, is divided into two sections:

Section I: Remuneration policy for the fiscal year 2025 ("2025 Policy") and
Section II: Report on compensation paid for the fiscal year 2024 (the "2024 Report").

This Report is drawn up pursuant to Article 123-ter of the Consolidated Law on Finance (as amended by Article 3 of Italian Legislative Decree no. 49 of 2019 which implemented in Italian legislation the so-called Shareholders' Rights Directive II - EU Directive 828/2017) and Article 84-quater and Schedule 7-bis of Annex 3A of Consob regulation No. 11971 of 14 May 1999 (as amended by Consob resolution No. 21623 of 10 December 2020, hereinafter the "Issuers' Regulation"). The draft of this Report also considers the provisions of the Corporate Governance Code of listed companies, to which Gefran S.p.A. ("Gefran" or "the Company") adhered with a resolution passed by its Board of Directors of 16 December 2020.

This Report has also been adopted for the purposes of Article 13, paragraph 3, letter b) of Consob Regulation No. 17221/2010 and Article 13 of the Regulation governing transactions with related parties approved by the Board of Directors of the Company on 24 June 2021.

This Report has been made available to the public at the Company's registered office, on the authorised storage mechanism () and on the Company's website at www.gefran.com.

The 2025 Policy, submitted to the binding vote of the Shareholders' Meeting which will be convened for the approval of the annual financial statements as at 31 December 2024 pursuant to Article 123-ter, paragraph 3-bis and 3-ter of the Consolidated Law on Finance, defines the principles and guidelines that determine the remuneration of directors, directors with special duties, general managers and executives with strategic responsibilities for the 2025 financial year.

B. Purpose of the report

In particular, the 2025 Policy governs the remuneration system for the Gefran Group, with reference to the Parent Company Gefran S.p.A. and its Italian and foreign subsidiaries; it finds its basis in the values, principles and key points that have guided the Gefran Group since its origin, and will continue to guide it, through the Gefran Way with the objective of constant growth: integrity, balance, meritocracy, engagement and creation of value. The objective is to create and apply a body of remuneration procedures that is effective, efficient and functional, proportionate to the needs of its different entities.

With this in mind, also in the light of the recommendations of the Corporate Governance Code, promoted by the Corporate Governance Committee, the 2025 Policy was prepared to concretely determine the remuneration or compensation system in order to align the interests of management with those of shareholders, pursuing the goal of promoting Gefran's sustainable success over the medium-long term, in accordance with the principles of (i) meritocracy and internal equity, in terms of consistency between remuneration and responsibility, competence, capacity and position held; and (ii) competitiveness, in terms of remuneration balanced with the reference markets: for more details, please see paragraph C below of Section I of this Report.

The 2024 Report, submitted to an advisory and non-binding vote of the Shareholders' Meeting pursuant to Article 123-ter, paragraph 6 of the Consolidated Law on Finance, provides nominatively for the directors, statutory auditors and General Manager and, in aggregate form, for other executives with strategic responsibilities:

(i) an adequate, clear and understandable presentation of each of the items of remuneration pertaining to 2024 for the people in the positions listed above, including the conditions applicable in the event of resignation from the post or termination of employment, in order to demonstrate their compliance with the Policy;
(ii) an analytical indication of the compensation paid by the Company and its subsidiaries in the fiscal year 2024, for any reason and in any form, reporting any components of the aforesaid compensation that relate to activities carried out in years prior to the fiscal year in question, and also showing any compensation to be paid in one or more subsequent years for work performed in 2024, specifying the estimated value of components not objectively quantifiable during the year 2024;
(iii) an illustration of how the Company has taken into account the vote expressed by the Shareholders' Meeting on 23 April 2024.

C. Executive summary

In line with best practices, this section contains an executive summary table of the main contents of the Report and Policy.

Fixed Remuneration:

Recipients	Gross annual amount (€)	Paragraph Section I
Directors	30,000	L
Directors with special duties and the General Manager	• Chairwoman of the Board of Directors: 250,000 • Vice Chairs: 160,000 • Chief Executive Officer/General Manager total: 368,870.32	M

Variable Remuneration:

Recipients	Gross annual amount (€)	Paragraph Section I
Chief Executive Officer/General Manager	Total MBO plus LTI quota upon achievement of 100% of the targets: 210,000 Euro	M

Fixed/variable remuneration ratio of the Chief Executive Officer/General Manager: 36% (in line with fiscal year 2024)

Variable remuneration linked to sustainability targets:

Recipients	Weight of ESG objectives	Paragraph Section I
Chief Executive Officer/General Manager	20%	F (iv)

Description of changes compared to the 2024 Report

The main changes in this Report compared to the 2024 Report are as follows:

signing of an agreement governing in advance the economic aspects arising from certain events concerning the Chief Executive Officer's relationship with the Company (Section I – paragraph I);
the list of executives with strategic responsibilities has been updated (Section I – paragraph O)
the report on the remuneration paid in the year 2024 also indicates the compensation of statutory auditors whose office came to an end during the fiscal year (Section II – table 1).

SECTION I - Remuneration Policy for fiscal year 2025

A. Parties involved in the process of preparing, adopting and implementing the policy

The 2025 Policy is defined as a result of a process involving the Shareholders' Meeting, the Board of Directors, the Appointments and Remuneration Committee and the Board of Statutory Auditors, who are responsible, each within their respective functions, for the proper implementation of the Policy and for ensuring that the Policy is duly implemented.

In line with the policy of the previous fiscal year, the Company did not make use of independent experts for the preparation of the 2025 Policy, as both statistical and qualitative investigations available on the market were taken into consideration, and, in line with the provisions of the Issuers' Regulation, the votes cast by shareholders during the previous shareholders' meeting were also examined. The same was adapted as part of an ongoing improvement process aimed at strengthening dialogue with Investors, acknowledging the importance of remuneration and incentives systems in the overall governance framework.

Shareholders' Meeting

The Shareholders' Meeting is responsible for:

establishing the compensation of bodies appointed by it;
voting in favour of the Policy or against it, with a binding resolution;
voting, with a non-binding resolution, in favour of or against the approval of the Report on compensation paid by the Company, pursuant to Article 3 of Italian Legislative Decree No. 49/2019;
approving compensation plans based on financial instruments pursuant to Article 114-bis of the Consolidated Law on Finance.

Board of Directors

The Board of Directors prepares, submits to the Shareholders' Meeting and reviews the remuneration policy at least annually. It is also responsible for its proper implementation. In particular, this body defines the remuneration systems applicable to the Company's management bodies, with the support of the Appointments and Remuneration Committee and having consulted the Board of Statutory Auditors.

With the support of the Appointments and Remuneration Committee, the Board prepares and approves the policy for directors, members of the Board of Statutory Auditors and top management.

The Board of Directors also submits an annual report to the Shareholders' Meeting, which contains information, including quantitative information, on the application of the previous year's Policy.

In its activities, the Board of Directors is supported by the Appointments and Remuneration Committee, as well as, in order to ensure correct application of the principles and criteria laid down in the legislation, by the competent company departments.

In accordance with Policy guidelines, the remuneration of executive directors and directors with special duties is determined by the Board of Directors, whereas the remuneration of executives with strategic responsibilities is determined by the People & Organisation Department, in agreement with the Chief Executive Officer and the Chairwoman of Gefran S.p.A.

Appointments and Remuneration Committee

On 21 April 2023, the Company's Board of Directors resolved, as a consequence of the new Board of Directors being appointed by the Shareholders' Meeting, also in compliance with the provisions contained in Principles no. 5 and 6 of the Corporate Governance Code ed. 2020 of Borsa Italiana (the Italian Stock Exchange), to set up an internal Appointments and Remuneration Committee ("Committee"), including three independent directors, who will remain in office until the approval of the financial statements as of 31 December 2025. On 5 May 2023, the Committee appointed Cristina Mollis as Chairwoman of the Committee in view of her experience gained during the previous office, as well as her in-depth knowledge of remuneration policies.

The Directors on the Committee are:

OFFICE	MEMBERS
Independent Director and Chairwoman of the Committee	Cristina Mollis
Independent Director	Enrico Zampedri
Independent Director	Giorgio Metta

The Committee has advisory, proposal-making and supervisory functions to ensure that remuneration policies are defined and applied within the Group. The purpose of these policies is, on the one hand, to attract, motivate and retain staff with the professional skills required to successfully pursue the Group's objectives, and, on the other, to align the interests of Management with those of shareholders.

The Committee plays an important driving and proposing role, because it:

submits proposals or expresses opinions to the Board of Directors regarding the remuneration of executive directors and other directors with special duties (it should be recalled that the proposal regarding remuneration for directors with special duties must be calculated after taking into account the mandatory opinion of the Board of Statutory Auditors, pursuant to Article 2389 of the Italian Civil Code), as well as regarding the setting of performance targets tied to the variable component of that remuneration;
monitors application of the Board's decisions, checking in particular that performance targets are actually achieved, on the basis of long-term valuecreation parameters;
periodically assesses the adequacy, overall consistency and actual application of the policy for the remuneration of directors and executives with strategic responsibility, based on the information provided by delegated managers and by the Chief People & Organisation Officer.

The Committee also consults with the Board of Directors, whenever requested thereby, on remuneration and other related matters.

In carrying out its duties, the Committee formulates its opinions and proposals on the basis of an evaluation conducted considering the following parameters: (i) the principles contained in the Policy, (ii) the importance of responsibilities in the corporate organisational structure; (iii) the impact on the Company's results and the assumption of related risks; (iv) the results achieved by the Company and the Group; (v) a general analysis of the market and of peers in the sector for similar positions.

In preparing the Remuneration Policy, the Committee also considers business strategies, the market environment and the Group's consequent performance, in order to better align its compensation systems with Gefran's actual requirements.

The functions performed by the Committee in its role as Appointments Committee are described in the appropriate section of the Report on Corporate Governance and Ownership Structure to which reference should be made.

The Committee has the right to access company information and departments necessary for the performance of the tasks assigned to it, and has sufficient financial resources to guarantee its operating independence within the terms and within any limits on expenditure established by the Board of Directors. In this regard, the Committee may also use external consultants, when this is considered useful to compare remuneration systems in the market, after ascertaining that their independence of judgement is not compromised in any way.

The Committee meets whenever the Chairwoman of the Committee considers it necessary or when requested at least by one member, and in any event, with the frequency required to properly perform its duties.

The meetings are duly recorded in minutes. The Committee operates on the basis of its own regulations.

Meetings may also be attended by other directors and representatives of the Company, especially the Chief People & Organisation Officer, when deemed appropriate or on the Committee's invitation.

The Chairman of the Board of Statutory Auditors and the Standing Auditors are also entitled to attend Committee meetings.

In order to avoid conflicts of interest, directors may not attend Committee meetings in which proposals concerning their own remuneration are being presented to the Board of Directors.

The necessary documents and information are sent to all members of the Remuneration Committee sufficiently in advance of the meeting to enable them to express an opinion.

During 2024 the Committee held three meetings with an average duration of approximately one and a half hours each, attended regularly by all members and the whole Board of Statutory Auditors. On the Chairwoman's invitation, the Chief People & Organisation Officer also attended to provide details of the incentive scheme adopted by the Company.

MEETING DATE	ITEMS ON THE AGENDA
8 February 2024	1. Summary of the status of the MBO 2023 plan; 2. MBO 2023 closure of the Chief Executive Officer; 3. Update of the MBO 2024 plan guidelines; 4. Self-assessment of the Board of Directors.
7 March 2024	1. Chief Executive Officer's Opinion on the 2024 MBO; 2. Presentation of the MBO 2024 proposal of the General Manager; 3. Update of the General Manager's LTI 2023-2025 plan; 4. Presentation of the Remuneration Report;
3 October 2024	1. Trend of the indices for MBO 2024 and MBO 2025 system guidelines;

As of the date of this Report, the Committee has met twice in the fiscal year 2025 so far.

The People & Organisation Department, which reports regularly to the Committee, is responsible for implementing the Policy.

In order to assess the appropriateness, consistency and application of the Policy, the People & Organisation Department provides all members of the Committee with documentation containing all the information necessary for such an assessment, including concrete information on remuneration and compensation schemes, cooperation agreements and systems for providing incentives to executive directors and directors with special duties.

At the end of the fiscal year, the People & Organisation Department ascertains to what extent targets have been met, based on final figures supplied by Management Control.

Board of Statutory Auditors

The Board of Statutory Auditors is responsible for expressing opinions on the remuneration of directors with special duties.

B. Exceptional circumstances permitting temporary exceptions to the remuneration policy

In accordance with Article 123-ter, paragraph 3-bis of the Consolidated Law on Finance, in the case of exceptional circumstances the Company may make temporary exceptions to the Policy, provided the latter specifies the procedural conditions under which such exceptions may be made and the elements of the policy to which exceptions may be made.

Gefran believes that, in order to pursue its long-term interests and achieve sustainability for the Company as a whole, and to ensure its ability to remain on the market, changes to its Policy may be made in exceptional circumstances, such as, by way of example:

(i) the need to replace the Chief Executive Officer or an executive with strategic responsibilities due to unexpected events, or in any case the need to negotiate a remuneration package quickly, where limitations imposed by the Policy may limit the Company's ability to attract or retain/build the loyalty of highly professional managers;
(ii) significant changes in the scope of the Company's business while the Policy remains in effect, for example the sale of a company or company branch on whose business the performance-based objectives of the applicable policy were based, or the acquisition of a significant business not included in the policy;
(iii) the need to deal with exceptional and/or exogenous and/or endogenous circumstances.

These changes may concern:

in case of the Chief Executive Officer and the General Manager:
(i) the aggregation of the roles of General Manager and Chief Executive Officer, or the appointment of two different people for these offices;
(ii) the remuneration of the Chief Executive Officer/General Manager with regard to both the fee and salary components as an employee;
(iii) the variable portion of remuneration.
in case of the Chairwoman:
(i) if the Chairwoman is given powers to act as Chief Executive Officer due to the absence of this figure for any reason, additional remuneration may be established, which, in addition to the current fee, may not exceed the amount of €500,000.00.
in case of Executives with Strategic Responsibilities:
(ii) the Company may introduce new figures deemed useful for the development of the Gefran Group.

Changes of this type must be introduced by a resolution of the Company's Board of Directors, with the approval of the Appointments and Remuneration Committee.

C. Aims, principles and tools of the remuneration policy

The aim of the Gefran Group's Policy is to hire, encourage and reward individuals who, in various capacities, make use of their experience and expertise at the service of the Gefran Group, and thus become personal participants in its development, while maintaining the correct alignment between incentives and the risk profile of the activity in question.

The remuneration system thus adopted therefore represents one of the essential tools for attracting, motivating and retaining competent people who can contribute to the Group's performance, while upholding Gefran's strategy, its purpose, its promise and its guiding principles in view of the fact that the Company's size and the size of the remuneration package are closely linked.

With this in mind, the remuneration policy gives priority to the Company's best practices and to sustainability over the remuneration policies of other companies or external benchmarks, which are nevertheless assessed and taken into consideration.

The guidelines are adopted by Gefran when new managers join the Company and when career advancement paths are prepared and implemented for existing staff in the Group.

This Policy is valid for one year and has been developed with the aim of promoting evergreater alignment of management's interests with those of Stakeholders, also taking into account the main market practices, in compliance with current legislation.

In determining its content, the Company also considered the remuneration and working conditions of its employees.

The remuneration of independent and/or non-executive directors, as well as the remuneration of the members of the Board of Statutory Auditors, is not tied to the economic results achieved by the Company and/or the Group and is represented exclusively by a fixed component approved by the Ordinary Shareholders' Meeting (apart from any additional remuneration provided in view of participation in internal committees within the Board of Directors).

The criteria for determining the remuneration of the Board of Statutory Auditors are based on market parameters and are fully aligned with them, guaranteeing its independence and autonomy; moreover, they are established on a proposal from the shareholders and subject to the approval of the Ordinary Shareholders' Meeting.

D. Outcome of voting at the Shareholders' Meeting

VOTING	Number of votes	% of share capital	% of capital represented
In favour	9,115,383	63.30%	93.34%
Against	499,169	3.47%	6.66%

The Policy is defined by taking into account the shareholders' vote on the 2024 Remuneration Policy on 23 April 2024, as reported below:

The resolution was therefore approved by a very large majority; please note that the majority of the minority shareholders who attended the meeting voted against the Policy.

(i) Structure of the remuneration package

The remuneration package is designed as a balanced set of fixed and variable monetary and non-monetary, direct and deferred components, which consists of the following elements:

1. Fixed Gross Annual compensation: basic remuneration determined according to the role and responsibilities assigned.
1. Variable Annual Incentive (MBO System): with an impact of around 16% compared to fixed remuneration, aimed at rewarding the achievement of specific annual targets.
1. Variable Long-Term Incentive (LTI): intended for senior positions focused on creating sustainable value for shareholders and other stakeholders.
1. Non-Monetary and Welfare Benefits: additional services and benefits supporting a person's well-being.
1. No Competition Agreements: applied to the General Manager and to specific executives with strategic responsibilities.

These schemes apply to both executives with strategic responsibilities and top management of the Parent Company and foreign subsidiaries, in line with the specific nature of their roles and duties. The main objective is to develop a "pay for performance" system that aligns remuneration with actual results, both collective and individual.

(ii) Fixed component of remuneration

For directors, the fixed component remuneration package consists of the fees resolved by the Shareholders' Meeting and the Board of Directors, described in detail in the following paragraphs.

For Executives with Strategic Responsibilities, fixed remuneration is represented by the Gross Annual Fee or GAF, which is based on the skills, expertise, managerial capacity and responsibility of the organisational position held. The Company is inspired by the principles of internal equity and external competitiveness, taking into account relevant market benchmarks. With this fixed component, managerial continuity is ensured, pursuing effective policies of internal remuneration and competitiveness in relation to the external market.

The GAF is remuneration for the services provided, and is commensurate with the assigned tasks and responsibilities, and remunerates the services provided in the event that the variable component is not provided.

It is standard practice to support managers' professional growth, in terms of both responsibilities and remuneration, in light of the evolution of their role and individual performance.

(iii) Variable components of remuneration and una tantum payments

The variable components reward short and medium- long term results. Short-term performance is measured on an annual basis, taking into account the results achieved by individuals, those obtained by the structures in which they operate, and the Group's results over the long term.

The extent of the variable component with respect to fixed remuneration varies according to the area of activity and the strategic importance of the position. This component is based on clear, comprehensive and distinct performance criteria, including financial and nonfinancial targets, and, where appropriate, corporate social responsibility criteria.

There are no deferred cash payments for the variable component. Currently, Gefran does not have any equity incentive plans in place or any other arrangements based on financial instruments.

Without prejudice to the fact that the remuneration policy does not envisage the award of discretionary bonuses, special una tantum payments may be made in connection with transactions or appointments of particular strategic importance to the Company or the Group and in the case of outstandingly worthy performance, not foreseeable when determining annual personal targets, under the conditions set forth below (by way of example, an unpredictable acquisition, an organisational restructuring or a particularly significant performance for the Group or a particularly important commitment). These forms of compensation must be approved by the competent body (if applicable, by the Board of Directors, upon proposal of the Appointments and the Remuneration Committee), comply with current regulatory provisions (for example, impact on the variable remuneration/fixed remuneration ratio, where the procedures for paying variable remuneration are applicable) and the corporate governance processes of the Company, and be subject to malus clauses and to claw-back mechanisms, where legally applicable.

F. Short- to medium-term variable component (MBO)

(i) Criteria underlying its determination and payment

The short- to medium-term variable component is provided through a Management by Objectives (MBO) system, based on the achievement of annual targets set by the end of the first quarter of the year in question. This system recognises the results achieved, establishing a direct link between remuneration and short-term performance, and incentivising the achievement of annual objectives set in the company budget and in line with the industrial plan.

The MBO system involves the entire management, personnel responsible for initiatives or projects of strategic importance in relation to their role and responsibilities, as well as the sales force.

It is structured in such a way as to make the link between remuneration and the degree of achievement of annual objectives transparent.

In addition to achieving individual performance indicators, the right to be awarded the MBO is conditional upon exceeding a financial threshold (on/off condition) corresponding to an EBIT of zero or more, or in accordance with the budget.

In accordance with the guidelines, the MBO system is structured and implemented by the People & Organisation Department in cooperation with the Chief Executive Officer and the Chairwoman and is then presented to the Appointments and Remuneration Committee.

Based on final performance, the People & Organisation Department verifies the level of achievement of objectives, determining the amount of variable remuneration payable to each beneficiary.

Numerical objectives are set "with unchanged scope"; therefore, in the case of extraordinary transactions that change the Group's scope, these objectives are adjusted proportionally.

Objectives are formalised annually on personal data sheets, managed through the dedicated IT platform called "Talentia", which ensures traceability and reduces the margin of errors resulting from manual compilation.

The MBO system is designed to represent the Group's uniqueness and the interdependence of its various functions, as well as to strengthen the alignment between the interests of its management, employees and shareholders. Performance is measured in relation to the actual results achieved at Group, Business, Organisational Unit and individual levels.

With a view to sound and prudent management, as well as optimal containment of risks in line with the objective of sustainable growth, the criteria underlying the measurement of the variable component are performance (quantitative objectives) or management (qualitative objectives) criteria.

In the case of complex and cross-sectoral plans, interdependent objectives are assigned that stimulate collaboration and an approach based on systemic thinking.

The main quantitative objective for economic/financial performance is Group EBIT, which is common to all front line managerial positions. This may be accompanied by other financial indicators such as NWC (Net Working Capital) or Net Financial Position (NFP), by business indicators such as revenues, industrial margin or cost control, or by objectives linked to the specific performance of various functions.

Objectives are always defined according to the SMART (Specific, Measurable, Achievable, Relevant, Time Related) method. Objectives must be precise and measurable, feasible (although challenging) and relevant from an organisational point of view, that is, in line with business strategy.

They may be linked to management targets (strategic processes/projects), or to managerial/organisational development targets (competences).

The definition of the set of indicators to be assigned considers a balance that ensures sustainability; for example, revenues in relation to margin or EBITDA, efficacy in relation to efficiency, and investments in relation to EBIT.

This guarantees sustainability and the absence of conflict between the achievement of individual objectives and the Company's soundness.

Each objective is associated with "weights" that define its relevance within each pay package, which varies according to the position held by the beneficiary.

Moreover, each MBO bonus is structured in such a way as to have a maximum limit on the variable payment, depending on the extent to which the Group's results are influenced and the ability of the individual to have an impact on the objective. Pay-outs may range from 50% to a maximum of 150% of the target value, depending on the actual result achieved.

As for the criteria used to assess the achievement of performance targets for the purpose of paying the variable component, the level of performance is verified for each objective achieved in the fiscal year following the reference year.

As far as known to the Company, the participants in the incentive plan do not make use of personal hedging strategies, remuneration insurance or other aspects that may alter or affect the risk alignment effects inherent in their remuneration mechanisms, with particular reference to incentive schemes.

(ii) malus and clawback mechanisms

The variable remuneration of members of the Board of Directors, general managers and executives with strategic responsibilities is subject to special malus mechanisms, as a result of which the variable component is not paid, in whole or in part – with the specification that, if such component is not financially sustainable, it is not paid under any circumstance – in the event of:

a. wilful or grossly negligent misconduct by employees damaging customers or companies within the Gefran Group, or resulting in payment of compensation for damages and/or any form of payment by companies belonging to the Gefran Group;
b. employee behaviour resulting in a significant loss for companies belonging to the Gefran Group;
c. precautionary/disciplinary proceedings against the Company's personnel.

Gefran's MBO programme establishes that payment is conditional upon the employment relationship being in progress at the date of payment. Hence, should the Company terminate the employment relationship for just cause as a result of the above actions, the MBO is not paid.

Use of appropriate clawback mechanisms is also envisaged, so that the employee may be required to return the variable component already paid in the calendar year in which the request is made, and that paid in the previous year, in the event of:

a. ascertained wilful or grossly negligent conduct directly damaging customers of Gefran Group companies, resulting in payment of compensation for damages and/or payments by the companies themselves to customers for any reason whatsoever;
b. ascertained wilful or grossly negligent conduct by personnel in relation to the means of payment used by the company;
c. wilful or grossly negligent conduct, with the exception of points a) and b), ascertained by a final judgement, put in place by personnel to the detriment of companies belonging to the Gefran Group, or resulting in a significant loss or reputational damage to companies belonging to the Gefran Group.

In addition, claw-back mechanisms are provided for certain objectives.

(iii) MBO for the year 2025

The guidelines of the MBO system for the year 2025, discussed by the Appointments and Remuneration Committee in its 11 February 2025 and 11 March 2025 meetings, support the goals of growth, through the development of new geographical markets, new applications and new customers, as well as of business profitability and focus on the organisation's sustainability and quality of service. The system is confirmed as the primary method and tool to guide management and allow it to focus on the Group's strategic goals. The incentive scheme based on short-term results (MBO) has been supplemented with a medium- to long-term scheme (LTI).

The MBO scheme includes a minimum of three and a maximum of six components overall, each of which is an addendum.

There is a condition that triggers the system (on/off), represented by a financial meta-target in relation to profitability with a quantitative parameter that ensures the sustainability of the system.

This condition, which is differentiated on the basis of the beneficiary's belonging to different Group Companies, is EBIT.

The methodology aims to direct and guide the organisation towards the relevant business objectives by measuring the effectiveness and efficiency with which they are achieved.

Objectives are linked to the pillars of the Company's Strategic Plan, in order to promote an integrated approach.

These objectives are grouped into six clusters:

a. Economic/financial;
b. Business development/marketing;
c. Product and innovation;
d. Service levels;
e. Operations;
f. Sustainability;
g. Special projects.

Reference indicators and KPIs (Key Performance Indicators) are defined for each cluster on the basis of what is known as the "SMART" (Specific, Measurable, Achievable, Relevant, Time-Related) principle.

For quantitative objectives, minimum and maximum limits of "percentage importance" have been defined. These recognise results exceeding 95% of the target with a bonus of 50%, and reward over-performance, with the target being met at 120-150% possibly corresponding to 120-150% of the related bonus.

A portion of the over-achievement in certain homogeneous categories of beneficiaries may be provided as corporate welfare, with access to a range of services as permitted by legislation.

Protecting EBIT is a common objective for the beneficiaries of the management-level MBO plan.

All objectives are inspired by a systematic logic considering the balance required to guarantee the sustainability of the business. For example, revenues are balanced by EBITDA, investments by EBIT, orders by added value.

For each quantitative objective, the source of verification is associated, while for qualitative ones such as the implementation of projects, there are criteria by which the objective is assessed in terms of occurrence.

Concerning top management's individual targets, the plan allows for the possibility of assigning targets shared by one or more company departments, typically linked with crosscutting projects involving innovation, organisational development, or improvement of productivity or efficiency, the achievement of which is the result of each manager's contribution.

Lastly, there are claw-back clauses in effect for a number of specific targets.

It should be noted that in the year 2020 Gefran adopted its Strategic Sustainability Plan, subsequently updated in November 2021, with the goal of setting out the guidelines for achieving the Group's sustainable success. The targets contained in the Sustainability Strategic Plan are included in the variable remuneration of the Chief Executive Officer and of the managers responsible for the actions identified in the strategic plan. The Company has identified some parameters related to environmental, social and governance (ESG) issues by including these targets among the qualitative ones assigned to the beneficiaries of the plans. In 2024, the percentage of MBOs tied to ESG targets was 12%.

Starting from 2023, Gefran has integrated the Strategic Plan into the Sustainability Report, increasing its commitment to the implementation of sustainability-related projects.

The objectives of the 2025 MBO of the Chief Executive Officer and other managers will be about 13.5% connected to these projects.

Concerning the Chief Executive Officer and General Manager, the incentive scheme provides for an objective linked to ESG targets – with a weight of 20% of the total MBO – relating to the progress of the Sustainability Plan, through the implementation of the activities planned for 2025.

(v) Enterprise Risk Management

Gefran has launched a structured Enterprise Risk Management ("ERM") path aimed at promoting growing integration of operating risk management into business processes, organisational structures and systems that contribute to strategic and performance objectives. For further details on ERM activity, please refer to the Report on Corporate Governance and Ownership Structure (paragraph 9.0 INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM – CONTROL AND RISKS COMMITTEE) and to the Sustainability Report.

The risks mapped within the ERM activity are linked to the pillars of Gefran's strategic plan and those of the sustainability plan, in order to promote an integrated approach.

Part of the objectives of MBO 2024 of the Chief Executive Officer and the beneficiary managers are linked to the management of operating risks.

G. Medium-long term variable component (LTI)

(i) criteria underlying its determination and payment

The Long Term Incentive (LTI) is a variable component with a three-year time horizon, designed to guide management towards medium-long term strategic objectives. This tool supports the implementation of plans and projects that go beyond a single year and contributes to sustainable business growth, strengthening the outlook and promoting the retention of key personnel.

The conditions triggering the LTI system are the continuation of the working relationship at the end of the three-year period, without submitting resignations, together with an indicator of three-year profitability.

The LTI incentive is an integral part of the remuneration package of the General Manager, some Managers with Strategic Responsibilities in Italy, general managers and some managers of foreign companies.

The scheme involves three/four strategic objectives, which may be economic/financial objectives linked with the results achieved by the Company at the end of the three-year period, over which the beneficiary has the power to make decisions and act, and/or they may concern the implementation of strategic plans aimed at generating value for stakeholders and shareholders. Calculation and payment takes place only at the end of the three-year period by the first quarter.

The amount of the bonus and its composition are defined based on the interests shared between the Company and management during the reference period, considering several factors, including:

Organisational role and managerial experience;
Ability to influence the Group's systemic development;
The results achieved in previous years and the overall level of compensation;
The beneficiary's growth potential and retention needs.

H. Benefits and Welfare

The Benefits awarded to management are intended to ensure that overall remuneration is as competitive as possible, and is in line with the best practices adopted on the labour market. They complete the monetary remuneration package. They consist of:

✓ insurance for reimbursement of medical costs
✓ company car for business/private use
✓ life and accident insurance
✓ D&O insurance

In line with international best practice, Gefran S.p.A. has taken out D&O (Directors & Officers) Liability insurance to cover risk to corporate bodies, general managers, executives with strategic responsibility, senior managers, executives and all figures playing a role in the protection of health and safety under Italian Legislative Decree no. 81 of 2008 as a result of claims filed against them by the companies or a third party with the aim of having them sentenced to pay compensation for damages in relation to the performance of their functions. This stipulation also constitutes an act of specific interest to the Company, as this policy is an instrument for the protection and safeguarding of claims for compensation made by parties damaged by persons representing the Company.

The focus on performance is also reflected in the definition of the Results Bonus (RB) offered to management, clerical staff and manual workers. The RB is in accordance with applicable legislation (e.g. the so-called "Legge di Stabilità") and is based on performance indicators that measure profitability, productivity, efficiency, innovation, quality and sustainability, are specific to each business entity and are aligned with the annual budget.

The 2023-2025 National Collective Bargaining Agreement (CCNL), signed on 1 August 2023 with the Unitary Trade Union Representative (RSU), FIM-CISL and FIOM-CGIL, confirms Gefran's commitment to promoting inclusion and the development of diversity, recognising them as key elements for business innovation and growth. Among the new features introduced, the RB now includes an indicator related to waste sorting, in line with the Company's sustainability and environmental strategies.

A portion or the entire value of the RB may be converted into goods and services under the Company's welfare plan. To encourage this conversion, the Company plans to increase the convertible value: +5% for those converting at least 80% of the bonus; +10% for those making a total conversion.

In defining the benefits package and how benefits are used, the Company has considered the different generations present within the Company and their preferences, with the aim of offering the best employee experience.

I. Indemnity for resignation, dismissal or termination of employment

As a general rule, long-term performance in terms of value creation for shareholders is taken into account when calculating termination payments, also considering any requirements under the provisions of the applicable collective or individual agreements and any other individual circumstances, including the reasons for termination.

In general, the Gefran Group does not have any agreements with directors or Managers with Strategic Responsibilities that regulate in advance the financial aspects of early termination of employment, upon the initiative of either the Company or the individual (referred to as "parachute indemnities").

However, it is in the Company's interest to assess the possibility of entering into agreements of this kind with the Chief Executive Officer, regulating in advance said financial aspects when certain events occur, in view of the particular professional skills expressed and the retention objectives related to the role held, in line with the Group's strategies, values and long-term interests.

The contents of such agreements will be determined by the competent bodies on the basis of criteria to be drawn up taking into account the industry benchmarks, within the limits defined by case law and practice, and without prejudice to legal obligations.

If employment is terminated with the Group for reasons other than just cause, the usual approach is to seek an agreement to "terminate" the employment in a consensual manner.

In any case, this Policy establishes that the maximum amount of compensation payable in case of any agreements reached for termination/cancellation of the relationship with the Group, is represented by the monthly instalments provided for under applicable legislation and case law, as well as the applicable collective agreements.

This maximum amount includes any indemnities that may be paid in the event of termination of the office of director, even with delegated powers, and those provided for in the employment relationship, if the same person holds both positions.

In the event that an amount is paid as a settlement, this is established in accordance with the guidelines set out in the Corporate Governance Code, with particular reference to the criteria set forth in the national collective bargaining agreement (CCNL) for managers.

On 10 July 2024, the Chief Executive Officer and General Manager Marcello Perini on the one hand, and Gefran S.p.A. together with the parent company Fingefran S.r.l. on the other, signed an agreement guaranteeing the stability of the Company's leadership at least until the approval of the financial statements as at 31 December 2028.

This agreement, which contains clauses concerning the exercise of voting rights at the Shareholders' Meeting by the controlling shareholder Fingefran S.r.l., also stipulates that should the Chief Executive Officer cease to hold office early other than for just cause in accordance with the law, the latter shall be paid a gross lump sum allowance equal to:

a) 30 (thirty) months' gross annual remuneration in the event that the office of Chief Executive Officer or the employment relationship terminate before the approval of the Company's annual financial statements as at 31 December 2025;
b) 24 (twenty-four) months' gross annual remuneration in the event that the office of Chief Executive Officer or the employment relationship terminate at the same time as or after the approval of the Company's annual financial statements as at 31 December 2025.

The gross annual remuneration includes (i) the amount of the fixed gross annual fee (GAF) by reason of the employment relationship with the Company; (ii) the amount of the fixed annual gross fee paid by reason of the office of Chief Executive Officer; (iii) the average annual amount of MBO bonuses paid by reason of the employment relationship and the position, considering what was actually received in this respect in the 36 (thirty-six) months prior to the date of termination; (iv) the corresponding value of the fringe benefit relating to the company car as shown on the pay slip.

No competition agreements have been signed with a number of members of management, particularly those holding positions of particular importance in technical and commercial fields and where deemed appropriate for safeguarding the Company. The compensation paid for this, which is in any case of limited duration, is determined, in accordance with the applicable legislation, in relation to the temporal and territorial extension of the obligation and the damage that could result to the Company and/or the Group if the person concerned engaged in activities competing with those of the Company and/or the Group or disclosed information which (even if not expressly identified as confidential by law) could equally cause damage to the Company and/or the Group, considering the roles and responsibilities previously held by the person in question.

Individual remuneration policies

K. Directors' remuneration

The remuneration policy provides that Directors are paid:

(i) a fixed annual remuneration resolved by the Shareholders' Meeting, pursuant to Article 2389 first paragraph of the Italian Civil Code, as apportioned by the same or by the Board of Directors;

(ii) a possible additional fee for participation in committees within the Board of Directors;

(iii) a possible additional fee for executive positions of various kinds held and resolved on by the Board of Directors, in response to a proposal made by the Committee, under Article 2389, paragraph 3 of the Italian Civil Code.

With respect to the 2025 Policy, it should be noted that the Shareholders' Meeting convened on 21 April 2023 resolved to renew the Board of Directors that had expired for a full term of office. The Shareholders' Meeting also resolved on the total annual remuneration pursuant to Article 2389, paragraph 1 of the Italian Civil Code. On the same date, the newly-elected Board of Directors resolved on the compensation to be granted to the Directors with special duties and on the distribution of the total annual remuneration among the various members of the management body. For the distribution of this remuneration, the Board of Directors considered the commitment required for directors' attendance of individual board committees, on the basis of the previous term of office.

L. Remuneration of directors without special duties

The 21 April 2023 Shareholders' Meeting established a gross annual fee of €300,000.00. The breakdown of this sum was then approved by the Board of Directors on proposal of the Appointments and Remuneration Committee, as listed below:

➢ €270,000.00 divided equally among all directors, that is a gross amount of €30,000.00 a year for each director;
➢ €29,000.00 for the Committees;
➢ €1,000.00 for the Lead Independent Director.

In line with international best practice, directors without special duties are not entitled to a variable component of their fees (bonus).

Each of the members of the committees (the Appointments and Remuneration Committee, the Control and Risks Committee and the Sustainability Committee) is paid a token of €500.00 for each committee meeting attended, up to a maximum limit of €29,000.00 annually.

M. Remuneration of directors with special duties

On 21 April 2023 the Board of Directors appointed the following directors with special duties:

➢ 1 Chairwoman
➢ 2 Vice Chairs
➢ 1 Chief Executive Officer

The Board of Directors, having consulted the Committee and obtained the mandatory opinion of the Board of Statutory Auditors pursuant to Article 2389 of the Italian Civil Code, has granted the following all-inclusive, fixed remuneration per fiscal year, which is in addition to the remuneration received by each director referred to in the previous paragraph:

to the Chairwoman of the Board of Directors the sum of €250,000.00 for the duties assigned to her
to each Vice Chairman the sum of €160,000.00 for the duties assigned to them
to the Chief Executive Officer the fixed sum of €100,000.00 for the duties assigned in addition to the MBO of €90,000 which, in the event of overachievement, may reach the amount of €105,300.00, according to the objectives established with a resolution passed by the Board of Directors in force from time to time. Such a possibility is consistent with the Company's MBO policy described below.

This resolution remains in force until the approval of the financial statements for the fiscal year ending 31 December 2025.

It should be noted that the Chairwoman and Vice-Chairmen are not recipients of MBO and LTI plans because they are directly and indirectly shareholders in Gefran S.p.A. and therefore benefit from any dividends that the Company may pay and the value of its share.

For the purposes of the 2025 Policy, the MBO targets of the Chief Executive Officer have been approved by the Board of Directors, subject to the favourable opinion of the Appointments and Remuneration Committee, as follows:

Net profit of Gefran S.p.A.;
Market Working Capital (MWC) of the Gefran Group over market revenues;
Progress of the Sustainability Plan;
Feasibility plan on possible evolution of the company structure;
Creation of opportunities for external growth.

Therefore, the individual scheme includes objectives related to sustainability, defined as the ability to generate and maintain value for all stakeholders in the medium-long term, as well as to management and the mitigation of operating risks.

Please note that the Chief Executive Officer is also a manager of the Company and, in this role, receives a fixed gross annual fee (GAF), a dedicated MBO plan and a three-year LTI plan, and is bound by a no competition agreement.

N. Remuneration of the Board of Statutory Auditors

The Shareholders' Meeting of 23 April 2024 resolved the renewal of the Board of Statutory Auditors, at the date of this Report, consists of:

Chairman: Giorgio Alberti Standing auditors: Roberta dell'Apa, Luisa Anselmi Deputy auditors: Simona Bonomelli, Simonetta Ciocchi

The remuneration for the entire duration of the assignment – approved by the Shareholders' Meeting on 23 April 2024 – provides for an annual compensation of €35,000.00 for the Chairman and €24,000.00 for each Standing Auditor, in addition to the reimbursement of the expenses incurred for carrying out their assignment.

The remuneration of Statutory Auditors is commensurate with the commitment required, the importance of the position held, as well as the size of the Company and the sector in which it operates, in such a way as to guarantee their role of independence with full autonomy.

As in the case of the Directors, D&O (Directors & Officers) Liability insurance has been taken out covering Statutory Auditors.

O. Remuneration of General Managers and Executives with Strategic Responsibilities

At the date of this report, the persons responsible for the following functions are Executives with Strategic Responsibilities, whose role is believed to include the definition of executives with strategic responsibilities. The name of the person currently in office is shown for each function.

General Management: Marcello Perini People & Organisation Department: Patrizia Belotti Commercial Department: Karsten Just Technical Department: Marco Svara Administration, Finance and Control Department: Paolo Beccaria Sensors Operating Unit: Piero Tempini Components Operating Unit: Gianluigi Gritti

The remuneration policy for General Managers and for the Executives with Strategic Responsibilities is intended to attract and retain professionals with the skills required to successfully pursue the Group's objectives, as well as motivating them and giving them an incentive to remain with the Company. In addition, it aims to align the interests of management with those of shareholders, also through a double focus on short-term results and long-term results, thereby increasing the Group's value in a sustainable manner.

The criteria for granting the variable portion of remuneration are described above.

It is the Committee's view that the policy described above is in line with the approach followed in 2024 as regards the remuneration of directors and executives with strategic responsibilities.

***

In view of the above, by voting in favour of Section I - 2025 Policy, the above is confirmed.

SECTION II - Report on compensation paid for 2024

A. 2024 business results

Key business results are described in the annual financial report available at https://www.gefran.com/invest-in-gefran/#finance.

B. 2024 Remuneration

Below is a summary of the information relating to remuneration in the fiscal year 2024, calculated in compliance with the remuneration policies approved, with reference to the recipients of the Policy. In particular, where performance objectives were assigned, the levels of performance achieved are shown in comparison with those envisaged, with a view to ensuring full accountability to the market regarding ex-post application of the performance objectives set out in the policy.

It should be noted that during the 2024 fiscal year there were no exceptions to the remuneration policy, in accordance with the decision taken by the Shareholders' Meeting on 21 April 2023. Regard was also had to the unfavourable vote of minority shareholders and, in this sense, on the basis of the information available, the Report was reviewed to improve transparency.

Details of the final figures are provided in Table 1 – Statement of compensation paid to the members of management and control bodies, general managers and other executives with strategic responsibilities, to which reference is made.

Table 1 shows everyone who held positions during the 2024 fiscal year, even if for a fraction of the financial year. The remuneration shown in the Table is indicated by name for directors, statutory auditors and the General Manager and in aggregate form for executives with strategic responsibility.

C. Remuneration of the Board of Directors

Within the Board of Directors appointed on 21 April 2023, it is possible to distinguish between:

a) Directors with special duties: Maria Chiara Franceschetti (Chairwoman), Andrea Franceschetti (Vice Chairman), Giovanna Franceschetti (Vice Chairwoman) and Marcello Perini (Chief Executive Officer);
b) Directors without special duties: Alessandra Maraffini, Enrico Zampedri, Cristina Mollis, Giorgio Metta and Luigi Franceschetti.

For more information, see the Report on Corporate Governance and Ownership Structure.

(i) Remuneration of directors without special duties

At the Gefran Shareholders' Meeting held on 21 April 2023 to appoint the Board of Directors, the shareholders approved an overall remuneration package for the directors pursuant to Article 2389, paragraph 1, of the Italian Civil Code, and assigned the Board of Directors the task of allocating it.

The Board of Directors' Meeting approved, in line with the previous term of office, an overall gross annual remuneration package of €300,000.00, allocated as follows by the Board of Directors, on the Appointments and Remuneration Committee's proposal:

➢ €270,000.00 divided equally among all the directors, that is a gross amount of €30,000 a year for each director;
➢ €29,000.00 for the committees;
➢ €1,000.00 for the Lead Independent Director.

The sum of €19,500 was paid during the 2024 fiscal year, compared with the sum of €29,000 available to the committees, as a result of attending meetings of these committees.

Remuneration for the members of the Board of Directors, including those who are also members of board committees, was therefore determined following the procedural procedures defined and described in the policy in force.

Non-executive directors therefore received in 2024 a fixed remuneration of €150,000.00 and, in line with the best practices, they were not recipients of any type of variable remuneration linked to the achievement of objectives or incentive plans based on financial instruments.

(ii) Remuneration of directors with special duties

In the fiscal year 2024, directors with special duties received the following all-inclusive, fixed fees per fiscal year, plus the fee of €30,000.00 paid to each director, depending on the specific powers granted to them:

➢ The Chairwoman of the Board of Directors Maria Chiara Franceschetti was granted the sum of €250,000.00;
➢ The Vice Chairman Andrea Franceschetti was granted the sum of €160,000.00;
➢ The Vice Chairwoman Giovanna Franceschetti was granted the sum of €160,000.00;

Therefore, the executive members (except for the Chief Executive Officer) of the Board of Directors received a fixed remuneration equal to € 570,000 in 2024 and were not recipients of MBO and LTI plans.

D. Remuneration of the Chief Executive Officer

(i) Remuneration of the Chief Executive Officer

The Chief Executive Officer, Marcello Perini, received the following remuneration during 2024 in addition to the €30,000.00 remuneration received by each director:

the sum of €100,000 for the duties assigned.
The MBO of €108,000 against the sum of €90,000 provided for the achievement of 100% of the objectives reached.

With the exception of the agreement with the Chief Executive Officer described above, there were no agreements between the Company and the members of the Board of Directors providing for indemnities in the event of resignation or dismissal/revocation without just cause or termination as a result of a takeover bid.

No indemnities and/or other benefits were granted for resignation of office or termination of employment during the fiscal year, as no such events occurred. Similarly, there were no episodes of ex-post correction mechanisms of the variable component (malus or "clawback" repayment of variable components), nor were any exceptions made to the Policy.

It should be noted that the Chief Executive Officer is also a company employee.

(ii) Remuneration of the General Manager

The General Manager, Marcello Perini, received:

Fixed fee (GAF, no competition agreement, non-monetary benefits): €250,553.23
MBO 2024: €33,000 against the sum of €60,000 provided for the achievement of 100% of the objectives

With reference to the overall annual variable component, engineer Marcello Perini, for his duties as Chief Executive Officer and General Manager, received the sums indicated above, based on which the weight of variable remuneration within the total remuneration was equal to 35%.

E. Remuneration of the Board of Statutory Auditors

The compensation accrued by the newly appointed Board of Statutory Auditors in 2024 – pro rata since its appointment on 23 April 2024 – is set out in Table I attached to this Report. Table I also shows the compensation received by the statutory auditors for the previous term of office.

F. Remuneration of executives with strategic responsibilities

The remuneration of the following executives with strategic responsibilities is reported at an aggregate level in the table below, and is in line with the 2024 Policy.

The data shown in the aggregate table refer to the following executives with strategic responsibilities identified in the 2024 fiscal year:

Paolo Beccaria (Chief Financial Officer) Patrizia Belotti (Chief People & Organisation Officer) Karsten Just (Chief Sales Officer) Marco Svara (Chief Technology Officer)

The compensation accrued in 2024 is shown in Table I, attached to this Report.

In the year 2024, the fixed component accounted for an average of 29% of total remuneration.

TABLE 1: Compensation paid to directors and auditors, general managers and other executives with strategic responsibilities - 2024

First name and	Office	Period for which the office was held	Expiry of office	Fixed compensation	Compen sation for sitting on committees	Variable non-equity compensation		Non monetary	Other compen	Total	Fair value of equity	Severance indemnity for end of office or
surname						Bonuses and other incentives (1)	Profit sharing	benefits (2)	sation		compen sation	termination of employment
Maria Chiara Franceschetti	Chairwoman	Entire period	Approval of the financial statements as at 31/12/2025
Compensation at the reporting entity					€ -	€ -	€ -	€15,030.02	€ -	€295,030.32	€ -	€ -
Compensation from subsidiaries and affiliates					€ -	€ -	€ -	€ -	€ -	€18,000.00	€ -	€ -
Total					€ -	€ -	€ -	€15,030.32	€ -	€313,030.02	€ -	€ -

Andrea Franceschetti	Executive Director	Entire period	Approval of the financial statements as at 31/12/2025
	Compensation at the reporting entity			€190,000.00	€ -	€ -	€ -	€16,888.98	€ -	€206,888.98	€ -	€ -
	Compensation from subsidiaries and affiliates			€18,000.00	€ -	€ -	€ -	€ -	€ -	€18,000.00	€ -	€ -
Total				€208,000.00	€ -	€ -	€ -	€16,888.98	€ -	€224,888.98	€ -	€ -
Giovanna Franceschetti	Executive Director	Entire period	Approval of the financial statements as at 31/12/2025
	Compensation at the reporting entity			€190,000.00	€1,500.00	€ -	€ -	€14,550.94	€20,000.00	€226,050.94	€ -	€ -
	Compensation from subsidiaries and affiliates			€18,000.00	€ -	€ -	€ -	€ -	€ -	€18,000.00	€ -	€ -
Total	€208,000.00	€1,500.00	€ -	€ -	€14,550.94	€20,000.00	€244,050.94	€ -	€ -

(1) The variable incentives of a monetary nature pertaining to the year 2024, already calculated on the basis of effective results and paid in the first quarter of 2025, are listed here.

(2) These include, in addition to a company car, FASI and ASSIDIM medical insurance, accident insurance and life insurance and protected license.

Perini Marcello	Chief Executive Officer/General Manager	Entire Period	Approval of the financial statements as at 31/12/2025
	Compensation at the reporting entity					€141,000	€ -	€13,435.32	€ -	€511,370.67	€ -	€ -
	Compensation from subsidiaries and affiliates			€12,000.00	€ -	€ -	€ -	€ -	€ -	€12,000.00	€ -	€ -
Total					€1,500.00	€141,000	€ -	€13,435.32	€ -	€523,370.67	€ -	€ -
Alessandra Maraffini	Director	Entire Period	Approval of the financial statements as at 31/12/2025
Compensation at the reporting entity				€30,000.00	€3,500.00	€ -	€ -	€ -	€ -	€33,500.00	€ -	€ -
Compensation from subsidiaries and affiliates					€ -	€ -	€ -	€ -	€ -	€ -	€ -	€ -
Total					€3,500.00	€ -	€ -	€ -	€ -	€33,500.00	€ -	€ -
Enrico Zampedri	Director	Entire Period	Approval of the financial statements as at 31/12/2025
Compensation at the reporting entity					€3,000.00	€ -	€ -	€ -	€ -	€33,000.00	€ -	€ -
	Compensation from subsidiaries and affiliates			€ -	€ -	€ -	€ -	€ -	€ -	€ -	€ -	€ -
Total				€30,000.00	€3,000.00	€ -	€ -	€ -	€ -	€33,000.00	€ -	€ -
Giorgio Metta	Director	Entire period	Approval of the financial statements as at 31/12/2025
	Compensation at the reporting entity			€30,000.00	€2,500.00	€ -	€ -	€ -	€ -	€32,500	€ -	€ -
	Compensation from subsidiaries and affiliates			€ -	€ -	€ -	€ -	€ -	€ -	€ -	€ -	€ -
Total				€30,000.00	€2,500.00	€ -	€ -	€ -	€ -	€32,500	€ -	€ -
Cristina Mollis	Director	Entire period	Approval of the financial statements as at 31/12/2025
	Compensation at the reporting entity			€30,000.00	€2,500.00	€ -	€ -	€ -		€1,000.00 (3) €33,500.00	€ -	€ -
	Compensation from subsidiaries and affiliates			€ -	€ -	€ -	€ -	€ -	€ -	€ -	€ -	€ -
Total					€2,500.00	€ -	€ -	€ -	€1,000.00	€33,500.00	€ -	€ -

(3) It corresponds to the amount received in 2024 due to the appointment as Lead Independent Director (LID).

Luigi Franceschetti	Director	Entire Period	Approval of the financial statements as at 31/12/2025
	Compensation at the reporting entity			€30,000.00	€12,500.00	€ -	€ -	€ -	€ -	€32,500.00	€ -	€ -
Compensation from subsidiaries and affiliates					€ -	€ -	€ -	€ -	€ -	€ -	€ -	€ -
Total		€30,000.00	€2,500.00	€ -	€ -	€ -	€ -	€32,500.00	€ -	€ -
	Executives with strategic responsibilities	Year 2023	/
Compensation at the reporting entity					€ -	€143,075.00	€ -	€45,426.00	€20,000.00	€923,501.00	€ -	€ -
	Compensation from subsidiaries and affiliates			€	€ -	€ -	€ -	€ -	€ -	€ -	€ -	€ -
Total				€715,000.00	€ -	€143,075.00	€ -	€45,426.00	€20,000.00	€923,501.00	€ -	€ -
Giorgio Alberti	Chairman of the Board of Statutory Auditors	23/04/2024 – 31/12/2024	Approval of the financial statements as at 31/12/2026
	Compensation at the reporting entity			€23,333	€ -	€ -	€ -	€ -	€ -	€23,333	€ -	€ -
	Compensation from subsidiaries and affiliates			€ -	€ -	€ -	€ -	€ -	€ -	€ -	€ -	€ -
Total					€ -	€ -	€ -	€ -	€ -	€23,333	€ -	€ -
Roberta dell'Apa	Standing Auditor	Entire period	Approval of the financial statements as at 31/12/2026	€26,000
Compensation at the reporting entity					€ -	€ -	€ -	€ -	€ -	€26,000	€ -	€ -

Compensation from subsidiaries and affiliates				€ -	€ -	€ -	€ -	€ -	€ -	€ -	€ -
Total				€ -	€ -	€ -	€ -	€ -	€26,000	€ -	€ -

Primo Ceppellini	Standing Auditor	01/01/2024 – 23/04/2024	Approval of the financial statements as at 31/12/2023
Compensation at the reporting entity				€ -	€ -	€ -	€ -	€ -	€6,666	€ -	€ -
Compensation from subsidiaries and affiliates				€ -	€ -	€ -	€ -	€ -	€ -	€ -	€ -

Total €6,666 € - € - € - € - € - €6,666 € - € -

Luisa Anselmi	Approval of the financial statements as at 31/12/2026
Compensation at the reporting entity			€ -	€ -	€ -	€ -	€ -	€20,000	€ -	€ -
Compensation from subsidiaries and affiliates	€ -	€ -	€ -	€ -	€ -	€ -	€ -	€ -	€ -
Total		€22,666	€ -	€ -	€ -	€ -	€ -	€20,000	€ -	€ -

TABLE 3B: Monetary incentive schemes for directors, general managers and other executives with strategic responsibilities - 2024

The table below shows the monetary incentive schemes in favour of directors and other executives with strategic responsibilities of the Company.

Name and surname	Office	Scheme		Bonus for the year (1)		Bonus from previous years
Perini Marcello	Chief Executive Officer	A	Payable/Paid	Deferred	Reference period	No longer payable	Payable/Paid	Still deferred
(I) Compensation at the reporting entity		Scheme A	€141,000		2024		-
(II) Compensation from subsidiaries and affiliates		Scheme A
	Executives with strategic responsibilities	A	Payable/Paid	Deferred	Reference period	No longer payable	Payable/Paid	Still deferred
(I) Compensation at the reporting entity		Scheme A	€143,075		2024		-

(1) The compensation pertaining to 2024 is indicated here, which will be settled during the first quarter of 2025 as it is not subject to further conditions.

SCHEDULE 7-TER Information about the shareholdings of members of the Board of Directors and the Board of Statutory Auditors, general managers and other executives with strategic responsibilities.

TABLE 1: Shareholdings held by directors, auditors and general managers

Maria Chiara Franceschetti personally holds 74,056 shares.

Giovanna Franceschetti personally holds 55,185 shares.

Andrea Franceschetti personally holds 29,605 shares.

7,634,522 shares are indirectly owned through the control of Fingefran S.r.l., which owns these shares.

Please note that Messrs. Maria Chiara Franceschetti, Giovanna Franceschetti and Andrea Franceschetti hold voting rights over 100% of Fingefran S.r.l.'s share capital in undivided ownership.

Name and surname	Office	Subsidiary	No. of shares at 31/12/2023	No. of shares purchased	No. of shares sold	No. of shares at 31/12/2024
Maria Chiara Franceschetti	(Chairwoman)	GEFRAN S.P.A.	85,556*	-	-	85,556*
Giovanna Franceschetti	(Vice Chairwoman)	GEFRAN S.P.A.	56,685**	-	-	56,685**
Andrea Franceschetti	(Vice Chairman)	GEFRAN S.P.A.	44,605	-	15,000	29,605
Maria Chiara, Giovanna, Andrea Franceschetti in undivided ownership	(Chairwoman, Vice Chairs)	GEFRAN S.P.A.	7,634,522	-	-	7,634,522
Luigi Franceschetti	Director	GEFRAN S.P.A.	193,446	-	12,000	181,446
* of which 10,000 held by her spouse, 1,500 held by her descendants

** of which 1,500 held by her spouse

TABLE 2: Shareholdings of other executives with strategic responsibilities

Number of executives with strategic responsibilities	Subsidiary	No. of shares at 31/12/2023	No. of shares purchased	No. of shares sold	No. of shares at 31/12/2024
5	GEFRAN S.P.A.	1,500	-	-	1,500

Provaglio d'Iseo, 13 March 2025

For the Board of Directors Chairwoman

Maria Chiara Franceschetti

AI Terminal

Gefran

4059_rns_2025-03-31_ec9a8437-0875-4b5d-9278-2f5b20b86914.pdf