Ferretti Group

Remuneration Information • Apr 16, 2025

FERRETTI S.P.A.

REPORT ON REMUNERATION POLICY AND COMPENSATION PAID

(prepared pursuant to Article 123-ter of Legislative Decree No. 58 of 24 February 1998 and Article 84-quater of the Regulations approved by CONSOB resolution No. 11971 of 14 May 1999, and in accordance with Annex 7-bis to the aforementioned Regulations)

This report was approved by the Board of Directors of Ferretti S.p.A. at its meeting of 14 March 2025, and has been made available to the public at the Company's registered office (at Via Irma Bandiera 62, Cattolica, Rimini); in the "Governance" section of its website (at www.ferrettigroup.com); and on the "Emarket storage" authorised storage mechanism (at **).

TABLE OF CONTENTS

DEFINITIONS	4
INTRODUCTION	9
SECTION I	13
1 PROCEDURES FOLLOWED IN THE PREPARATION, APPROVAL, REVISION AND IMPLEMENTATION OF THE REMUNERATION POLICY 13 1.1 PERSONS INVOLVED IN THE PREPARATION, APPROVAL AND REVISION OF THE REMUNERATION POLICY, AND IN ITS PROPER IMPLEMENTATION 13 1.2 REMUNERATION COMMITTEE 15
2 INDEPENDENT EXPERTS ENGAGED IN DRAFTING THE REMUNERATION POLICY 17
3 REMUNERATION POLICY 17 3.1 PURPOSES AND PRINCIPLES 17 3.2 PERIOD OF OPERATION 19 3.3 DESCRIPTION OF THE REMUNERATION POLICY 19 3.4 RELATIVE IMPORTANCE OF FIXED AND VARIABLE COMPONENTS 21 4 POLICY ON NON-MONETARY BENEFITS 24
5 POLICY FOLLOWING TERMINATION OF OFFICE OR EMPLOYMENT 24
6 CLAWBACK AND MALUS ARRANGEMENTS 25
7 INSURANCE, SOCIAL SECURITY AND PENSIONS 25
8 EXTRAORDINARY REMUNERATION 25
9 REMUNERATION AND EMPLOYEES 25
10 EXCEPTIONS TO THE REMUNERATION POLICY 26
SECTION II	27
1 PART I – COMPONENTS OF REMUNERATION IN THE CALENDAR YEAR ENDED 31 DECEMBER
2024 27
1.1 BOARD OF DIRECTORS 27
1.2 EXECUTIVE DIRECTORS 28
1.3 GENERAL MANAGERS 29
1.4 EXECUTIVES WITH STRATEGIC RESPONSIBILITIES 29
1.5 BOARD OF STATUTORY AUDITORS 30
1.6 EXCEPTIONS TO THE 2024 REMUNERATION POLICY 30
There were no exceptions applied to the 2024 Remuneration Policy over the course of the calendar year.
30
1.7 INFORMATION REGARDING EX-POST ADJUSTMENTS TO VARIABLE COMPONENTS OF
REMUNERATION 30
1.8 COMPARATIVE INFORMATION 30
1.9 HOW THE VOTING AT THE SHAREHOLDERS' MEETING OF 22 APRIL 2024 REGARDING SECTION II OF
THE REPORT ON REMUNERATION POLICY AND COMPENSATION PAID WAS TAKEN INTO CONSIDERATION 31
2 PART II – BREAKDOWN OF COMPENSATION PAID IN THE REFERENCE YEAR 32
3 PART III – SHAREHOLDINGS 43

DEFINITIONS

The following table sets forth the main definitions used in this Remuneration Report, in addition to those terms that are defined in the text.

Executive Directors	means those directors of the Company to whom operational or managerial powers are attributed, or to whom the Board of Directors assigns particular tasks. As at the date of this Report, the Company's Executive Directors are: (i) Alberto Galassi, Chief Executive Officer and (ii) Tan Ning, Executive Director, who replaced Xu Xinyu in date 28 February 2025 following his resignation.
Shareholders' Meeting	means the Ferretti Shareholders' Meeting.
Borsa Italiana	means Borsa Italiana S.p.A., a company with registered office at Piazza degli Affari 6, Milan.
Corporate Governance Code	means the Corporate Governance Code for listed companies, adopted by the Corporate Governance Committee in January 2020 and promoted by Borsa Italiana, ABI, Ania, Assogestioni, Assonime and Confindustria. The Code, to which the Company adheres, is available at www.borsaitaliana.it in the Corporate Governance section under Market Rules.
Board of Statutory Auditors	means Ferretti's Board of Statutory Auditors.
Internal Controls, Risks, and Related Parties Committee	means Ferretti's Internal Controls and Risks Committee, which is also responsible for examining transactions with related parties, as appointed in accordance with the provisions of the CONSOB RPT Rules and the RPT Procedure.
Remuneration Committee	means the Company's remuneration committee, established in implementation of the recommendations of the Corporate Governance Code.
Board of Directors	means Ferretti's Board of Directors.
CONSOB	means the National Commission for Companies and the Stock Exchange.
Ferrari Collaboration Agreement	means the self-employment agreement, pursuant to article 2222 of the Civil Code and article 409 of the Code of Civil Procedure, made between the Company and Piero Ferrari on 3 March 2016, most recently extended until 31 March 2025.
2023 Galassi Directorship Agreement	means the directorship agreement made between the Company and Alberto Galassi on 8 March 2023.
Xu Xinyu Directorship Agreement	means the directorship agreement made between the Company and Xu Xinyu made on 18 December 2014 and terminated upon his resignation on 28 February 2025.
Executives with Strategic Responsibilities or ESRs	means the persons who directly or indirectly have authority over, and responsibility for, the planning, management and control of

the Company's activities, as identified from time to time by the Chief Executive Officer.

• Adjusted EBITDA means earnings before tax, plus financial expenses, foreign exchange losses, depreciation and amortisation, and impairment losses on a joint venture, and less financial income and foreign exchange gains, adjusted by adding certain special items (related to non-recurring transactions or events that the Company does not consider to be indicative of the Group's ongoing operating performance, such as transaction, restructuring or reorganization costs, listing costs, impairments of fixed assets, any other event deemed not representative of normal business operations).
• Euronext Milan means the regulated market known as Euronext Milan, organised and managed by Borsa Italiana.

Ferretti or the Company means Ferretti S.p.A., a company with registered office in Via Irma Bandiera 62, Cattolica, Rimini, REA No. RN – 296608, taxpayer reference and company registration no. 04485970968 at the Register of Companies for Romagna, Forlì-Cesena and Rimini.

Group means Ferretti and the companies it controls, directly or indirectly, "control" being determined in accordance with IFRS.

Long Term Incentive Plan (LTIP) On 21 April 2023, the Board of Directors approved the principal terms of a long-term incentive plan for 2023-2025, for an amount not exceeding 3% of Ferretti's market capitalisation, for certain senior members of management. As at the date of this Report, the LTIP has not been approved by the appropriate bodies.

MBO (Management by Objectives) means the system under which certain employees of the Company and certain ESRs are rewarded based on the achievement of company-wide, divisional and personal objectives, including: (i) the key company-wide performance indicators regarding financial and performance objectives that are identified on the basis of the annual budget approved by the Board of Directors; (ii) divisional key performance indicators, identified by the head of the particular division from among the financial and performance objectives identified by the Chief Financial Officer or the Chief Human Resources & Organization Officer, depending on the relevant business area; (iii) Personal Key Performance Indices, as identified by the head of the relevant division, with a view to improving the management abilities of the relevant member of staff. Each MBO scheme is prepared with the assistance of the HR department, and receives final approval from the Chief Executive Officer. The bonus paid under an MBO may not exceed 50% of basic salary, for the Chief Executive Officer and the ESRs; 20% of basic salary, for Department Level Managers; and 15% of basic salary for Business Level Managers and key employees. The availability of an MBO depends on the Issuer's achievement of net profit:

• where net profit does not exceed 70% of budgeted net profit, no MBO award is made;

• where net profit does not exceed 90% of budgeted net profit, the MBO award is calculated based on a weighting of the key performance indicators, but each indicator is reduced by 50%;

• where net profit exceeds 90%, but not 110%, of budgeted net profit, then the MBO award is calculated on the basis of a weighting of the key performance indicators;

• where net profit exceeds 110% of budgeted net profit, the MBO award is calculated based on a weighting of the key performance indicators, but each indicator is increased by 25%.

Since the STIP replaces the MBO for the period for which it is in place, as at the date of this Report the MBO applies (in terms of ESRs) only to the Chief Quality Officer and the FSD Managing Director, who are not included in the STIP.

Operating Cash Flow means the cash flow from operating activities as reported in the consolidated statement of cash flows. It is calculated as the profit before taxes plus depreciation, amortization, financial charges, foreign exchange losses, losses on disposal of property, plant and equipment, provisions, impairments of net trade receivables, provisions on net inventories, decrease in inventories, decrease in contractual activities, decrease in trade and other receivables, decrease in advances on inventories, decrease in other current assets, increase in trade payables and other payables, increase in contractual liabilities and lower financial income and foreign exchange gains, capital gains on the sale of property, plant and equipment, increase in inventories, increase in contractual assets, increase in trade and other receivables, increase in advances on inventories, increase in other current assets, decrease in trade and other payables, decrease in contractual liabilities, income taxes paid, and adjusted for certain special items relating to transactions or events that the Company does not consider indicative of continuing operating performance, such as transactions, restructuring or reorganization costs, listing costs, impairments of fixed assets, and any other event deemed not representative of normal business operations.

Order Intake Indicates the total amount of orders signed, net of fees, for new vessels.

Remuneration Policy means Section I of the Remuneration Report, which sets forth clearly and in a comprehensible manner: (a) the Company's and the Group's policy for the year ending 31 December 2025, on the remuneration of members of the Board of Directors, the ESRs, and, subject always to the terms of article 2402 of the Civil Code, the members of the Board of Statutory Auditors; and (b) the bodies involved, and the procedures used, in preparing, approving and revising that policy, and its term.

	The Remuneration Policy requires approval from the Shareholders' Meeting.
2024 Remuneration Policy	means the Company's and the Group's policy on remuneration for the year ended 31 December 2024, approved by a binding vote in favour by the Shareholders' Meeting of 22 April 2024, and applied over the course of that calendar year.
Ferretti Results Bonus	means the annual bonus under the 2022-2024 Supplementary Agreement, based on production figures (the value of production, and productivity) benchmarked for the various employment categories for manual and clerical staff (other than executive employees). In 2024 the Ferretti Results Bonus was paid only to the Investor Relator & Sustainability Manager.
Honorary Chairman	As at the date of this Report, the Honorary Chairman is Piero Ferrari, non-executive director. He was appointed by the Board of Directors on 18 May 2023. The Honorary President does not hold any powers or responsibilities.
RPT Procedure	means the procedure for considering transactions with related parties, in accordance with the provisions of the CONSOB RPT Rules.
CONSOB RPT Rules	means the regulations on transactions with related parties, adopted by CONSOB under its Resolution No. 17221 of 12 March 2010.
Issuers' Regulations	means the implementing regulations of the CLFI (as defined below), regarding the regulation of issuers, adopted by CONSOB under its Resolution No. 11971 of 14 May 1999.
Report	means this report on the remuneration policy of the Company and the Group prepared for the year ending 31 December 2025, and on compensation paid in the calendar year ended 31 December 2024.
Sales Incentive Plan (SIP)	means the bonus calculated as a percentage of sales made directly (by an individual) and indirectly (by the relevant Group brand or business area), paid only to ESRs and sales personnel. The bonus is adjusted based on the role played within the organisation. The duration, which originally ran for three years (2023-2025), has been extended through to 2027.
Independent Auditors	means Ferretti's independent auditors, EY S.p.A.
STIP (Short-Term Incentive Plan)	On 28 April 2022, the Board of Directors approved a short-term incentive plan for 2022-2025 in favour of the Chief Executive Officer and certain senior members of management, including some ESRs. The STIP's beneficiaries are entitled to receive an amount of up to 150% of the gross annual salary provided that certain financial targets set out in the annual budget (specifically, Adjusted EBITDA (a 50% weighting), Operating Cash Flow (a 25% weighting) and Order Intake (a 25% weighting)) are achieved. The STIP awards are made each year based on the

achievement of each objective, subject to a minimum threshold of not less than 70%, with the bonus adjusted pro rata up to the maximum of 100% of the objective, with a proportional effect upon the award, which may thus be for up to 150% of gross salary. The STIP is alternative to the MBO for as long as it is in place, and thus for that period its beneficiaries do not receive anything under the MBO arrangements. As at the date of this Report, the beneficiaries of the STIP are the Chief Executive Officer and all of the ESRs other than the Chief Quality Officer and the FSD Managing Director, who continue to benefit from MBO arrangements.

By-Laws means the Company's by-laws, as most recently amended on 18 May 2023 and made available on the Company's website (www.ferrettigroup.com). Consolidated Law of Financial Intermediation or the CLFI means Legislative Decree No. 58 of 24 February 1998, as amended.

INTRODUCTION

This report is made up of two sections:

• Section I (the content of which must be approved by a vote of the Shareholders' Meeting) sets out clearly, and in a comprehensible manner:
  • (a) the Company's and the Group's policy for the year ending 31 December 2025, on the remuneration of members of the Board of Directors, the ESRs, and, subject always to the terms of article 2402 of the Civil Code, the members of the Board of Statutory Auditors; and
  • (b) the bodies involved, and the procedures used, in preparing, approving and revising that policy and its period of application.
• Section II (the content of which is also brought before the Shareholders' Meeting, but for which approval is not required) sets forth clearly and in a comprehensible manner, for each of the members of the Board of Directors and the Board of Statutory Auditors individually, and in aggregate for the ESRs:
  • (a) each component of their remuneration, including benefits that accrue in the event of termination of their office or employment relationship; and
  • (b) a breakdown of the remuneration received in 2024 on any basis and in any form from the Company, its subsidiaries and its associates, identifying any components that relate to activities carried out in prior years and the remuneration to be paid in one or more subsequent years in respect of activity carried out in 2024, including where possible an estimate for components that cannot be objectively quantified in 2024.

This Report also includes, in a schedule, an indication of shares held by the members of the Board of Directors, the members of the Board of Statutory Auditors and the ESRs, pursuant to Article 84-quater(4) of the Issuers' Regulations.

This Report was approved by the Company's Board of Directors on 14 March 2025 on the proposal of the Remuneration Committee. It has been prepared in accordance with laws and regulations currently in force, in particular, article 123-ter, CLFI, article 84-quater and Annex 7-bis to the Issuers' Regulations.

The Remuneration Policy described in Section I of the Report represents a substantial continuation of the 2024 Remuneration Policy. It has been prepared in accordance with the recommendations of the Corporate Governance Code, which the Company upholds (except as otherwise specified). It has also been adopted by the Company in accordance with the CONSOB RPT Rules and the RPT Procedure, in that the Remuneration Committee was involved in setting its terms, which for these purposes was made up entirely of non-executive directors with a majority of independent directors. Accordingly, the Executive Director did not participate.

This Report is made available to the public not less than 21 days prior to the date of the Shareholders' Meeting called to approve the financial statements as at and for the year ended 31 December 2024. That Shareholders' Meeting will also be called upon to express its opinion, by binding resolution, on Section I of this Report and, by non-binding resolution, on Section II, in accordance with the laws and regulations presently in force. The Report may be obtained at the Company's registered office (Via Irma Bandiera 62, Cattolica, Rimini), and at the Company's website (at www.ferrettigroup.com), in the Governance section; and on the "Emarket storage" authorised storage mechanism (at **).

** * **

Results of the Shareholder' Meeting votes upon the remuneration policy as at 31 December 2024 and remuneration paid as at 31 December 2023.

The Shareholder' Metting held on 22 April 2024 has (i) approved, with favourable vote, the Section I of the remuneration report for the calendar year ended 31 December 2024 and the remuneration paid in the year ended 31 December 2023 (i.e, 2024 Remuneration Policy); and (ii) held an consultive vote on Section II of the remuneration report for the calendar year ended 31 December 2024 and the remuneration paid in the year ended 31 December 2023 (i.e., report on remuneration paid in the year ended 31 December 2023).

The percentage of votes in favour for both resolutions amounted to 68.921% of the total votes represented at the Shareholders' Meeting. This percentage of votes in favour is high and demonstrates the shareholders' substantial approval of the structure, principles and remuneration levels set out in the 2024 Remuneration Policy and of the remuneration paid by Ferretti as at 31 December 2023, confirming Ferretti's commitment to pursue the priority objective of creating sustainable value for shareholders and the Company's stakeholders.

There were also no indications from shareholders to be considered for the purposes of this Report.

** * **

Executive Summary

The primary objective of the Remuneration Policy is to make a tangible contribution to the Group's corporate strategy and sustainability, taking into account the medium- and long-term strategic guidelines, so that personnel may be attracted and retained for all key roles that have the characteristics and skills that will create value for all stakeholders.

	PURPOSE	MANNER OF APPLICATION	RECIPIENTS IN OFFICE AS AT THE DATE OF THIS REPORT
Fixed remuneration	Compensate in light of management and professional skills and expertise, experience, and the efforts required in relation to the role.	Set in relation to the characteristics, responsibilities and powers assigned to the role and taking into account market benchmarks in order to ensure competitiveness. It is adjusted to ensure that talented professionals may be attracted, motivated and retained.	Honorary Chairman: euro 270,175.52 gross, per annum Non-executive directors and Tan Ning as Executive Director: euro 40,000 net per annum, per person. It should be noted that the Chairman of the Board of Directors, Jiang Kui, has waived his fee for the whole of his term of office. Chief Executive Officer: euro 1,855,175.52 gross, per annum ESRs: determined on the basis of the responsibilities they hold and the skills required.
Short-Term Incentive Plan (STIP)	Motivate management in respect of the Ferretti's annual objectives, while remaining closely aligned with the Company's strategy.	This is directly tied to achievement of the Group's annual financial performance objectives. The achievable incentives are subject to a cap (set at	Honorary Chairman, and Executive Director Tan Ning: these individuals are not among the STIP's beneficiaries. Chief Executive Officer:

The following table sets forth a summary of the Remuneration Policy.

		150% of gross annual salary) (where all objectives are fully achieved). The STIP awards are made based on a weighted average of the percentage of each objective that is achieved, subject to a minimum threshold of not less than 70%, with a calculation made pro rata between the threshold and the ceiling of 100% of the objectives. The resulting calculation has a proportional effect upon the award, which does not exceed 150%. The bonus is paid within 30 days of the Board of Directors' approval of the Company's consolidated financial statements for the relevant year.	• Minimum: 0% of fixed compensation • Cap: 150% ESRs (other than the Chief Quality Officer and the FSD Managing Director): • Minimum: 0% of fixed compensation • Cap: 150%
Other short-term incentive plans (MBO and SIP)	Incentivise Company's people to achieve outstanding results, through mechanisms that reward reaching, and especially exceeding, key objectives.	MBO The bonus paid cannot exceed 50% of basic salary for the Chief Executive Officer and 20% of basic salary for the ESRs; 20% of basic salary for "Department Level Managers"; and 15% of basic salary for "Business Level Managers" and key people. The availability of an MBO depends on the Company's achievement of net profit: - where net profit does not exceed 70% of budgeted net profit, no MBO award is made; - where net profit does not exceed 90% of budgeted net profit, the MBO award is calculated based on a weighting of the key performance indicators, but each indicator is reduced by 50%; - where net profit exceeds 90%, but not 110%, of budgeted net profit, then the MBO award is calculated on the basis of a weighting of the key performance indicators;	MBO Some of the Company's key people, the Chief Quality Officer and the FSD Managing Director. SIP Only the ESRs within Sales and personnel within Sales. Ferretti Results Bonus All the employees other than executive employees.

		- where net profit exceeds 110% of budgeted net profit, the MBO award is calculated based on a weighting of the key performance indicators, but each indicator is increased by 25%.
		SIP The bonus is calculated as a percentage of sales made directly (by an individual) and indirectly (by the relevant Group brand or business area), paid only to ESRs and personnel within Sales. The bonus is adjusted based on the role played within the organisation. The scheme runs for three years, 2023- 2025.
		Ferretti Results Bonus This annual bonus applies under the terms of 2025- 2027 supplemental agreement which is based on measures of production (namely, the value of production, and productivity) benchmarked for the various employment categories for blue-collar and white-collar (other than executive employees).
Non-monetary benefits	Included as part of the compensation package, as a means of improving personnel's well-being, currently and in the future.	These include company cars, accommodation, life insurance, pension schemes, and medical screening programmes.	-

The following table sets forth a summary of the overall remuneration packages for the year ending 31 December 2025 for the Executive Directors under the Remuneration Policy, calculated based on the remuneration due in the event that the base levels of the objectives set under the short-term incentive plans.

OFFICE	FIXED	SHORT-TERM INCENTIVE PLANS	TOTAL
Chief Executive Officer	49.65%	50.35%	100%
(Alberto Galassi)
Executive Director	100%	0%	100%
(Tan Ning)

For more information on the Executive Directors' remuneration package, please see Paragraphs 3.3 and 3.4 in Section I of this Report.

SECTION I

The Remuneration Policy sets forth the principles and tenets that the Company follows in determining the remuneration of the members of the Board of Directors, the ESRs, and the members of the Board of Statutory Auditors. It forms a contribution to the Ferretti's strategy, and to the pursuit of the Company's and the Group's long-term interests and sustainability. It takes into consideration the compensation and working conditions of the Ferretti's employees.

1 PROCEDURES FOLLOWED IN THE PREPARATION, APPROVAL, REVISION AND IMPLEMENTATION OF THE REMUNERATION POLICY

1.1 PERSONS INVOLVED IN THE PREPARATION, APPROVAL AND REVISION OF THE REMUNERATION POLICY, AND IN ITS PROPER IMPLEMENTATION

The main individuals and bodies involved in preparing, approving and revising the Remuneration Policy are the Shareholders' Meeting, the Board of Directors, the Remuneration Committee, the Board of Statutory Auditors and the Independent Auditors. They are also responsible for its correct implementation and for overseeing its appropriate execution.

The following section sets forth a brief description of the different duties these bodies have with respect to remuneration, pursuant to applicable laws and regulations in force and Ferretti's internal rules.

Ferretti's Shareholders' Meeting

The Shareholders' Meeting is responsible for the following, with respect to remuneration:

• (i) determining the compensation of the members of the Board of Directors pursuant to article 2364(1)(3) of the Civil Code, and also article 2389(3) of the Civil Code (where relevant) and article 11 of the By-Laws;
• (ii) determining the compensation of the members of the Board of Statutory Auditors pursuant to articles 2364(1)(3) and 2402 of the Civil Code;
• (iii) pursuant to Article 123-ter(3-bis), CLFI, approving by resolution Section I of this Report as frequently as the Remuneration Policy requires, and at intervals of not more than three years, and whenever the policy is amended (pursuant to Article 123-ter(3-ter), CLFI, this resolution of the Shareholders' Meeting is binding). If the Shareholders' Meeting does not approve the remuneration policy submitted for approval by binding vote, the Company continues to pay remuneration in accordance with the remuneration policy that was most recently approved by the Shareholders' Meeting or, if there is none, in accordance with current practices. The Company must then submit a revised remuneration policy for approval no later than the next Shareholders' Meeting called to consider matters within article 2364(2) of the Civil Code;
• (iv) pursuant to article 123-ter(6), CLFI, resolving in favour or against Section II of the Report (such a resolution is non-binding); and
• (v) resolving on any compensation schemes based on shares or other financial instruments, for directors, employees and consultants within the Group, pursuant to article 114-bis, CLFI.

Board of Directors

The Board of Directors:

(i) appoints a Remuneration Committee from among its number;

• (ii) determines the remuneration of the Executive Directors on the proposal of the Remuneration Committee (and, if necessary, of the Control, Risks and Related Parties Committee), following consultation of the Board of Statutory Auditors, which remuneration may also form part of any aggregate remuneration determined by the Shareholders' Meeting pursuant to article 2389(3) of the Civil Code;
• (iii) draw up the Remuneration Policy, on the proposal of the Remuneration Committee and under a transparent procedure;
• (iv) approves the remuneration report prepared pursuant to articles 123-ter, CLFI, and 84-quater of the Issuers' Regulations, for submission to the Shareholders' Meeting; and
• (v) prepares compensation plans based on shares or other financial instruments for the directors, employees or consultants within the Company or the Group, pursuant to article 114-bis, CLFI, which it also submits to the Shareholders' Meeting for approval; and ensures such plans are properly implemented.

Remuneration Committee

The Remuneration Committee has the task of assisting the Board of Directors with preliminary proposalmaking and advisory functions, in evaluating and deciding upon the remuneration of directors, members of the Board of Statutory Auditors and ESRs. More particularly, the Remuneration Committee is responsible for:

• (i) assisting the Board of Directors with its development of the remuneration policy;
• (ii) formulating proposals and providing advice to the Board of Directors regarding remuneration policy and structure, for directors and ESRs, and proposals for establishing a transparent procedure for developing the remuneration policy and monitoring implementation of the decisions reached by the Board of Directors;
• (iii) examining and approving proposals on the remuneration of ESRs, with reference to the targets and objectives set by the Board of Directors;
• (iv) submitting proposals and providing advice to the Board of Directors on the remuneration of Executive Directors and other directors who hold particular offices, as well as on the setting of performance objectives in relation to the variable component of their remuneration;
• (v) formulating proposals to the Board of Directors regarding total remuneration (including nonmonetary benefits, pension schemes and other compensation) for Executive Directors and ESRs;
• (vi) formulating proposals to the Board of Directors on the remuneration of non-executive directors;
• (vii)supporting the Board of Directors in verifying that the remuneration paid is consistent with the principles and criteria specified in the policy;
• (viii) determining and approving the compensation to be paid to directors and ESRs at the end of their term of office;
• (ix) providing advice or proposals to the Board of Directors on any remuneration schemes based on shares or other financial instruments, for directors, ESRs, employees and consultants;
• (x) drafting advice or proposals to the Board of Directors on any incentive schemes for ESRs;

• (xi) monitoring, annually or with such other frequency as the Board of Directors may indicate, the practical application of the policy, confirming in particular the achievement of the performance objectives associated with the variable component of Executive Directors' remuneration or that of other directors who hold particular offices;
• (xii) periodically make assessments of directors' and top management's policies, as to their suitability and overall consistency; and
• (xiii) review and/or approve matters relating to share plans, pursuant to chapter 17 of the Rules governing the listing of securities on the Stock Exchange of Hong Kong.

The formation of the Remuneration Committee guarantees the most comprehensive information, and greatest transparency, regarding the compensation due to Executive Directors, and on the manner in which their compensation is determined. Nonetheless, in accordance with article 2389(3) of the Civil Code, the Remuneration Committee's role is merely to make proposals, and the power to set Executive Directors' remuneration lies within the Board of Directors, following consultation with the Board of Statutory Auditors.

The role, membership and operation of the Remuneration Committee is discussed in more detail in section 1.2 of this Report, below.

Board of Statutory Auditors

The Board of Statutory Auditors provides advice regarding proposals on the remuneration of the Executive Directors, and other persons with particular duties, pursuant to article 2389(3) of the Civil Code, assessing those proposals for consistency with the Remuneration Policy the Company has adopted.

Independent Auditors

The Independent Auditors provide confirmation that the Directors have prepared Section II of this Report.

1.2 REMUNERATION COMMITTEE

The Remuneration Committee in its present form was established by resolution of the Board of Directors on 18 May 2023. Its composition, appointment, duties and procedures are governed by the Corporate Governance Code and the rules of the Remuneration Committee, which were most recently amended by resolution of the Board of Directors of 20 March 2023. (1)

The Remuneration Committee is made up of at least three directors, the number being determined by the Board of Directors.

In accordance with the Corporate Governance Code, the rules of the Remuneration Committee also require at least one member to possess appropriate knowledge and experience either of accounting and finance or of remuneration policies, as assessed by the Board of Directors at the time of the Remuneration Committee's appointment.

In accordance with the provisions of the Corporate Governance Code, if the Chairman of the Board of Directors, assessed as independent director, attends the Remuneration Committee, then: (i) the majority of the members of the Remuneration Committee must also be independent directors; and (ii) the Chairman of the Board of Directors does not chair the Remuneration Committee.

As at the date of this Report, the Remuneration Committee is composed as set forth in the following table.

⁽¹⁾ The rules of the Remuneration Committee are available on the Company's website at www.ferrettigroup.com, in the Governance section.

DIRECTOR	DATE OF APPOINTMENT	QUALIFICATIONS FOR MEMBERSHIP
Stefano Domenicali (Chairman)	18 May 2023	Independent non-executive director
Patrick Sun	18 May 2023	Independent non-executive director with knowledge and expertise in accounting and finance or remuneration policies
Zhu Yi	19 February 2024 following Hua Fengmao's resignation	Independent non-executive director
Piero Ferrari	18 May 2023	Non-executive director
Tan Ning	28 February 2025	Executive Director

Accordingly, the Remuneration Committee as presently composed is not fully compliant with the recommendations of the Corporate Governance Code that require all members to be non-executive, given the presence of Tan Ning, an Executive Director.

However, in view of the executive role attributed to the director Tan Ning (mainly focused on compliance and monitoring the Company's management and operations), as well as his ability and professionalism, the Company believes that his presence on the Remuneration Committee is consistent with the function of the aforementioned Committee to pursue a remuneration policy aimed at the sustainable success of the Company and, in particular, to safeguard the correct implementation of this policy.

At the time of his appointment on 18 May 2023, the Board of Directors favourably assessed Patrick Sun, confirming that he satisfied the requirements as to appropriate knowledge and expertise in accounting and finance or remuneration policies.

The meetings of the Remuneration Committee are held in collegial form and are duly minuted.

As mentioned in Section I, Chapter 1, Paragraph 1.1, the Remuneration Committee is not solely responsible for the preparation, approval and revision of the Remuneration Policy. The multiplicity of bodies involved is not only consistent with regulatory requirements, but also ensures the greatest transparency in the decisionmaking processes regarding the remuneration of directors, members of the Board of Statutory Auditors and ESRs. It also ensures that decisions on such matters are reached transparently and in an informed and timely manner by the relevant bodies. Their reciprocal oversight avoids conflicts of interest emerging.

Similarly, and in accordance with the provisions of the Corporate Governance Code, in order to avoid conflicts of interest arising, no director takes part in any meeting of the Remuneration Committee that finalises proposals to the Board of Directors regarding their remuneration.

The meetings of the Remuneration Committee may be attended (by invitation) by representatives of business functions, independent experts and/or other persons, where their participation is considered useful in light of the matters under discussion. Further thereto, it should be noted that during the meetings of the Remuneration Committee held during 2024, the Chief Financial Officer of Ferretti was invited to attend the Committee meetings, while the Chief Executive Officer did not attend.

Where the Remuneration Committee considers it necessary or appropriate in order that it may discharge its duties, it may engage external consultants who are experts on remuneration policies, paid out of the annual budget established for the Committee by the Board of Directors.

For further information on the activities of the Remuneration Committee during the period ended 31 December 2024, please refer to the Report on Corporate Governance and Ownership as at 31 December

2024, available at the Company's registered office (Via Irma Bandiera 62, Cattolica, Rimini), and at the Ferretti's website (at www.ferrettigroup.com), in the section entitled "Governance"; and on the "Emarket storage" authorised storage mechanism (at **).

Between May 2024 and March 2025, the Remuneration Committee:

• (i) expressed its assessments regarding the suitability, consistency and practical application of the 2024 Remuneration Policy;
• (ii) analysed the outcomes of the votes by the Shareholders' Meeting of 22 April 2024 regarding the remuneration policy and compensation paid during 2023;
• (iii) established the Remuneration Policy set forth in this Report;
• (iv) prepared this Report;
• (v) monitored the annual financial performance objectives for 2024 with respect to the short-term incentive remuneration of the Chief Executive Officer, in accordance with the 2024 Remuneration Policy, and ultimately confirmed that these had been achieved; and
• (vi) took part in discussions regarding succession planning for the Company's senior management.

In the year ending 31 December 2025, the Remuneration Committee expects to organise the following additional activities:

• (i) its presentation of the Report to the Shareholders' Meeting (scheduled for May 2025);
• (ii) assessments of the Remuneration Policy in terms of appropriateness, consistency and practical application (scheduled for November 2025); and
• (iii) planning for work in the first quarter of 2026 (scheduled for November 2025).

2 INDEPENDENT EXPERTS ENGAGED IN DRAFTING THE REMUNERATION POLICY

Given that the Remuneration Policy that is set forth in this Report is a substantial continuation of the 2024 Remuneration Policy, the Remuneration Committee has not taken advice from KF, as an independent expert.

3 REMUNERATION POLICY

3.1 PURPOSES AND PRINCIPLES

The Remuneration Policy has been set in such a way as to ensure that the overall remuneration structure is consistent with the current and future needs of the Company and the Group, and is able to recognise the management value of the individuals involved and the contribution they have made to the Company's growth through their skills and expertise.

The Remuneration Policy forms a contribution to Ferretti's strategy, and to the pursuit of the Company's and the Group's long-term interests and sustainability. It serves to attract, motivate and retain people with great professional expertise, especially for those positions considered key to the business's development and management; and to reward the achievement of individual and business-wide performance objectives, linked to financial indicators of growth. No non-financial performance objectives are set.

The Remuneration Policy's primary purpose is to align the interests of the Company's management with the pursuit of the priority objective of creating sustainable value for shareholders and other stakeholders in the Company in the medium and long term. Accordingly, the Board of Directors and the Remuneration Committee set the Remuneration Policy so that there is consistently an alignment between the performance objectives management are assigned, and the Company's and the Group's main strategic drivers, in particular with respect to achieving the efficient integration of the business among the Group's various units, and the pursuit of a strategy of sustainable growth over the medium and long term.

Consistent with the general purposes described above, the Remuneration Policy is substantially consistent with, and a continuation of the structure of the 2024 Remuneration Policy. It is based on the following key principles and set in accordance with the following criteria:

• (i) an appropriate balance between the fixed and variable components, based on the Company's strategic objectives and risk management policy, while taking into consideration the sector in which the Group operates and the nature of the work it performs, in order to avoid conduct that is not consistent with the creation of sustainable value in the short, medium and long term, with the variable part representing a significant part of total remuneration;
• (ii) setting of limits upon the variable components that may be awarded;
• (iii) setting pre-established, measurable performance objectives to which the payment of variable components is linked. These must be consistent with the strategic objectives of the Company and/or the Group;
• (iv) balance between the fixed and variable components, as well as the appropriate weighting between the short-term and long-term variables components;
• (v) creating a direct link between remuneration and performance, through mechanisms under which different levels of bonuses are linked to varying degrees of achievement of the objectives; and
• (vi) setting overall remuneration that recognises the professional value of individuals and their contribution to the creation of sustainable value in the short, medium and long term.

The absence of a medium- and long-term incentive plan (i.e., Long Term Incentive Plan) for the Executive Directors and the ESRs is justified given that the incentive plans presently in place (i.e., the MBO and the STIP) are appropriate and in harmony with the Company's strategic plan and the objectives of sustainable success it reflects.

The Remuneration Policy's aim is to harmonise remuneration policy both throughout the Group and among individuals (that is, between the Executive Directors and the ESRs), while enabling some distinctive features that place value on strategic expertise to be retained, and ensuring the retention of key personnel.

In preparing the Remuneration Policy, the Board of Directors took into account the remuneration and working conditions of employees. In particular, that (i) Ferretti's employees are subject to the sector's national collective bargaining agreement and the contract for executive employees in industry; (ii) Ferretti continually monitors the level of remuneration it provides to employees of the Company and the main Group companies to ensure it is effective for attracting and retaining personnel; (iii) in connection with the shortterm incentive plans, the beneficiaries include not only the Executive Directors and the Executives with Strategic Responsibilities, but also employees of the Company and the Group with management roles that are significant for the growth and sustainability of the Group's business (i.e. managers and key people); (iv) it is anticipated that a significant part of the employees of the Company and its principal subsidiaries will be included in the short-term incentive plans based on performance indicators similar to those used in evaluating Executive Directors and Executives with Strategic Responsibilities. For more information, see Chapter 9 in Section I of this Report.

3.2 PERIOD OF OPERATION

The Remuneration Policy applies for a period of one year and until such time as the Shareholders' Meeting approves a different remuneration policy.

3.3 DESCRIPTION OF THE REMUNERATION POLICY

This subsection sets forth a description of the Remuneration Policy established by the Company with respect to the following:

• (i) members of the Board of Directors, divided into:
• (ii) non-executive directors; and
• (iii) Executive Directors;
• (iv) members of the Board of Statutory Auditors; and
• (v) Executives with Strategic Responsibilities.

The Remuneration Policy is intended to harmonise remuneration policy both throughout the Group and among individuals. Nonetheless, the Company considers it appropriate that differences be maintained when setting individual components of remuneration, so that they reflect the level of expertise, and the management and executive responsibilities, of the individuals concerned.

(i) Members of the Board of Directors

Remuneration for the Board of Directors is set so as to attract and motivate the most professionally-qualified and expert individuals to these positions, and with a view to the achievement of the Remuneration Policy's objectives.

All of the directors receive a fixed component that provides appropriate remuneration for the work and commitment that directors provide to the Company.

No further remuneration is paid for directors' participation on the Company's Committees.

a. Non-executive directors

Non-executive directors, independent or otherwise, including the Chairman of the Board of Directors and the Honorary Chairman, are entitled to fixed remuneration that was set by the Shareholders' Meeting pursuant to article 2389 of the Civil Code, and to be reimbursed of expenses incurred in the performance of their duties.

The Shareholders' Meeting of 18 May 2023, in appointing the Board of Directors, resolved, at the proposal of the shareholder Ferretti International Holding S.p.A., to award each member of the Board of Directors total net annual remuneration of euro 40,000. On 29 August 2024, the Chairman of the Board of Directors, Jiang Kui, said that he would waive his compensation for the whole of his term of office, as had his predecessor, Tan Xuguang, who resigned on 29 August 2024.

These directors' remuneration is not linked to the Company's financial results, or its achievement of specific objectives.

The Honorary Chairman is additionally entitled to a sum of euro 200,000 gross per annum, under the terms of the Ferrari Collaboration Agreement.

b. Executive Directors

The remuneration of the Chief Executive Officer is intended to achieve appropriate balance, to form a contribution to the Ferretti's strategy, and to the pursuit of the Company's and the Group's long-term interests and sustainability.

More specifically, the Chief Executive Officer's remuneration package comprises:

• a fixed component: determined taking into account the scope and the strategic nature of the role, and the distinguishing personal characteristics and strategic competencies of the Chief Executive Officer. It is sufficient to remunerate the Chief Executive Officer for his service in the event of a failure to achieve the financial performance objectives to which payment of the variable component is subject, partly in order to discourage conduct inconsistent with the Company's risk appetite. Specifically, the fixed component is determined based on the size of the business and the Chief Executive Officer's ability to contribute to the Group's consolidated results; it should be mentioned that part of the fixed remuneration is comprised of a payment for a non-compete obligation that was agreed under the 2023 Galassi Directorship Agreement;
• a short-term variable component: intended to incentivise the Chief Executive Officer to work towards achieving annual objectives, to maximise the value of the Group consistent with the interests of shareholders and other stakeholders. This component is awarded further to, and in proportion with, the extent to which financial performance objectives are achieved, having been set by the Board of Directors at the Remuneration Committee's proposal and following advice from the Board of Statutory Auditors; and
• non-monetary benefits: goods and services awarded in accordance with market practice and the laws and regulations in force.

With respect to the remuneration package for the Executive Director Tan Ning, this consists of the same fixed component as non-executive directors are entitled to, determined by the Shareholders' Meeting pursuant to article 2389 of the Civil Code (i.e., a net annual compensation of euro 40,000, as the Shareholders' Meeting of 18 May 2023 resolved). As of the date of this Report, the Board of Directors had not yet approved any fringe benefits for Tan Ning.

For a description of the Executive Directors' fixed and short-term variable remuneration, please refer to Section I, Chapter 3, Paragraph 3.4 (i) of this Report.

For a description of the non-monetary benefits provided to Executive Directors, please refer to Section I, Chapter 4, of this Report.

(ii) Members of the Board of Statutory Auditors

The standing members of the Board of Statutory Auditors are entitled to fixed remuneration in the amount determined by the Shareholders' Meeting pursuant to article 2402 of the Civil Code, and to be reimbursed of expenses incurred in the performance of their duties.

The remuneration of the standing members, and the Chairman, of the Board of Statutory Auditors is commensurate to the expertise, professional qualities and commitment their roles require, as well as the role's significance, the size of the Company, and the features of the sector in which it operates.

In appointing the Board of Statutory Auditors, the Shareholders' Meeting of 13 June 2023 resolved to set the remuneration of each standing member at euro 30,000 gross per annum and that of the Chairman of the Board of Statutory Auditors at euro 40,000 per annum.

(iii) Executives with Strategic Responsibilities

The remuneration of the Executives with Strategic Responsibilities is structured in order to further focus management on achieving short-term business results and value creation.

The Company has accordingly adopted a policy that seeks to achieve those objectives inter alia through the implementation of variable remuneration components, also with a view to attracting and retaining personnel, consistent with the Company and the Group's desire for growth and building loyalty to the Company and the Group.

Remuneration for the Executives with Strategic Responsibilities comprises:

• a fixed component: this is sufficient to remunerate them for their service in the event of a failure to achieve the financial performance objectives to which payment of the variable component is subject, partly in order to discourage conduct inconsistent with the Company's risk appetite. The fixed component for the Executives with Strategic Responsibilities reflects, in each case: (a) their responsibilities and the contribution they make to the business; (b) their individual strategic expertise;
• a short-term variable component (STIP or MBO); and
• non-monetary benefits: goods and services awarded in accordance with market practice and the laws and regulations in force.

For a description of the ESRs' fixed and short-term variable remuneration, please refer to Section I, Chapter 3, Paragraph 3.4 (ii), of this Report.

For a description of the non-monetary benefits provided to ESRs, please refer to Section I, Chapter 4, of this Report.

3.4 RELATIVE IMPORTANCE OF FIXED AND VARIABLE COMPONENTS

(i) Executive Directors

Chief Executive Officer, Alberto Galassi

The Chief Executive Officer's total gross annual remuneration is determined as follows.

COMPONENT	RELEVANT GROUP OBJECTIVES AND APPLICABLE TERMS
Fixed Component	An annual fixed component (the "CEO Annual Fixed Component")
Short-Term Variable Component (STIP)	A short-term variable component with a basic amount that is up to 150% of the CEO Annual Fixed Component (the "CEO Short-Term Variable Component"), linked to achievement of the quantitative and qualitative objectives described below.
	Quantitative objectives: The CEO Short-Term Variable Component is payable provided that certain financial targets set out in the annual budget approved by the Board of Directors (specifically, Adjusted EBITDA (a 50% weighting), Operating Cash Flow (a 25% weighting) and Order Intake (a 25% weighting)) are achieved.
	The STIP awards are made based on achievement of those objectives, subject to a minimum threshold of not less than 70%, with a proportional calculation mechanism applied on the individual objective up to 100%. The resulting calculation has a proportional effect upon the award, which does not exceed 150%.

	Payment: within 30 days of approval of the consolidated financial statements, following a resolution of the Board of Directors after consultation with the Remuneration Committee and the Board of Statutory Auditors.
	Claw-back provisions: there is no obligation to return variable components in the event of material breach of the Company's internal rules or legal obligations, or of wilful misconduct or gross negligence with a view to altering the information used in calculating the performance objectives.
Medium- and long-term variable component	The Chief Executive Officer's remuneration does not include any medium- or long term variable component, in that the incentive plan presently in place (i.e., the STIP) is appropriate and in harmony with the Company's strategic plan and its objectives of sustainable success.

Executive Director, Tan Ning

The total gross annual remuneration of the Executive Director Tan Ning is determined as follows.

COMPONENT	RELEVANT GROUP OBJECTIVES AND APPLICABLE TERMS
Fixed Component	An annual fixed component (the "Executive Director Annual Fixed Component") being the same as that which non-executive directors are entitled to, determined by the Shareholders' Meeting pursuant to article 2389 of the Civil Code.
Short-Term variable component	There is no provision for a short-term variable component of remuneration for the Executive Director Tan Ning.
Medium- and long-term variable component	There is no provision for a medium- or long-term variable component of remuneration for the Executive Director Tan Ning.

(ii) Executives with Strategic Responsibilities

The variable remuneration of Executives with Strategic Responsibilities is made up of short-term variable components, as set forth below.

The short-term variable remuneration component for the Executives with Strategic Responsibilities depends on the contribution each makes to the Company's results and/or the significance of the challenges they manage in the relevant business or the Group generally.

The principles and methods followed in determining the ESRs' short-term variable component of ESRs are set forth below.

	ESRs (other than the Chief Quality Officer and the FSD Managing Director)
Short-Term Variable Component (STIP)	A short-term variable component of up to 150% of the individual's annual fixed component (the "ESR Short-Term Variable Component") linked to achievement of the quantitative objectives set forth below.
	Quantitative objectives: the ESR Short-Term Variable Component is payable where the financial objectives in the annual budget approved by the Board of Directors are achieved (in terms of Adjusted EBITDA (50% weighting), Operating Cash Flow (25% weighting) and Order Intake (25% weighting).
	For each fiscal year, STIP is recognized based on the achievement of the above targets with a specific entry threshold (70% or more) against which a mechanism of proportional calculation applies to the individual target up to a maximum of 100%. The result achieved will have a proportional effect on the award up to a maximum of 150%.

Payment: within 30 days of the approval of the consolidated financial statements, following a resolution of the Board of Directors.
Clawback provisions: there is no obligation upon the ESRs to return variable components in the event of material breach of the Company's internal rules or legal obligations, or of wilful misconduct or gross negligence with a view to altering the information used in calculating the performance objectives.

	Chief Quality Officer and FSD Managing Director
Short-Term Variable Component (MBO)	A short-term variable component of up to 50% of the basic component for the Chief Executive Officer and the ESRs; up to 20% of the basic component for Department Level Managers; and up to 15% of the basic component for Business Level Managers and the key employees.
	Since the STIP is alternative to the MBO for the whole term for which it operates, the MBO applies with respect to the ESRs only with respect to the Chief Quality Officer and the FSD Managing Director (the "Chief Quality Officer and FSD Managing Director Short-Term Variable Component"), linked to achievement of the quantitative objectives set forth below. The other ESRs are beneficiaries of the STIP.
	Quantitative objectives: company-wide, divisional and personal objectives, including: (i) the key company-wide performance indicators regarding financial and performance objectives that are identified on the basis of the annual budget approved by the Board of Directors; (ii) divisional key performance indicators, identified by the head of the particular division from among the financial and performance objectives identified by the Chief Financial Officer or the Chief Human Resources & Organization Officer, depending on the relevant business area; (iii) Personal Key Performance Indices, as identified by the head of the relevant division, with a view to improving the management abilities of the relevant member of staff.
	The availability of an MBO depends on the Issuer's achievement of net profit:
	- where net profit does not exceed 70% of budgeted net profit, no MBO award is made;
	- where net profit does not exceed 90% of budgeted net profit, the MBO award is calculated based on a weighting of the key performance indicators, but each indicator is reduced by 50%;
	- where net profit exceeds 90%, but not 110%, of budgeted net profit, then the MBO award is calculated on the basis of a weighting of the key performance indicators; and
	- where net profit exceeds 110% of budgeted net profit, the MBO award is calculated based on a weighting of the key performance indicators, but each indicator is increased by 25%.
	Payment: within three months of the closing of the Company's financial statements.
	The final approval of each MBO scheme, prepared with the assistance of the HR department, is a responsibility of the Chief Executive Officer.
	Claw-back provisions: there is no obligation upon the ESRs to return variable components in the event of material breach of the Company's internal rules or legal obligations, or of wilful misconduct or gross negligence with a view to altering the information used in calculating the performance objectives.

The Ferretti Results Bonus and the Sales Incentive Plan

The Ferretti Results Bonus, and the annual bonus under the 2022-2024 supplementary agreement, as renewed the three years 2025-2027, based on measures of production (value of production and productivity),

benchmarked for the various employment categories for employees other than executive employees. In 2023, the Ferretti Results Bonus was paid only to the Investor Relator & Sustainability Manager.

The SIP is a bonus calculated as a percentage of sales made directly (by an individual) and indirectly (by the relevant Group brand or business area), paid only to sales personnel. The bonus is adjusted based on the role played within the organisation. The scheme, which originally ran for three years (2023-2025) has been extended through until 2027.

4 POLICY ON NON-MONETARY BENEFITS

Non-executive directors (including the Honorary Chairman) and members of the Board of Statutory Auditors receive no non-monetary benefits other than directors' and officers' liability insurance.

The Chief Executive Officer's remuneration package includes directors' and officers' liability insurance, insurance against death and injury, health insurance, a company car, a personal computer (desktop or laptop) and a mobile phone. The Chief Executive Officer also has use of an apartment in Milan, for which the rent and expenses are paid by the Company, and a boat, in accordance with the Company's marketing requirements, and in order to participate in social events. He is also entitled to a discount (as determined by the Board of Directors) on the price of a yacht from a Group brand.

As at the date of this Report, the remuneration package of the Executive Director Tan Ning's is not composed of any non-monetary benefit.

The receipt of non-monetary benefits by ESRs (such as D&O insurance coverage, insurance against death or injury, health insurance, a company car and a mobile phone, personal computer and tablet, and, for some ESRs, a housing allowance) is in accordance with market practice.

5 POLICY FOLLOWING TERMINATION OF OFFICE OR EMPLOYMENT

No benefits are awarded following termination of office or employment relationship, except as may apply under the terms of specific national collective bargaining agreements and the applicable laws and regulations.

The Company may enter into, and in some cases has entered into, non-compete agreements with Executives with Strategic Responsibilities that provide for: (i) a maximum term of one year; and (ii) additional terms that are consistent with market best practice.

No agreements have been made between the Company and any of its directors providing for termination of the relationship following a takeover bid.

It is the Company's intention to enter into agreements with the Executive Directors and/or Executives with Strategic Responsibilities that ex ante regulate the financial aspects of any possible early termination of the relationship at the initiative of the Company or the individual upon the occurrence of certain events, on the basis of criteria that will be in line with the relevant reference benchmarks, without prejudice to legal obligations.

It should be noted that, under the 2023 Galassi Directorship Agreement, in the event that the Chief Executive Officer departs as a Bad Leaver he is entitled to receive only the accrued fixed remuneration and any outstanding cash bonuses, and bonuses under the STIP and the LTIP (and any other benefits provided), but no other compensation, including other deferred compensation; while if he departs as a Good Leaver, he is entitled to receive an amount equal to twice the total compensation paid (including the fixed component, the STIP and the LTIP) in the 12 months prior to the date on which he ceases to hold office.

The 2023 Galassi Directorship Agreement also provides for a non-compete obligation on the part of the Chief Executive Officer, Alberto Galassi, for a period of one year from the date on which he ceases to hold office, under which Mr Galassi is liable for a penalty in the amount of 40% of fixed remuneration in the

event of breach. The Company pays Alberto Galassi a gross annual amount of euro 530,400 by way of consideration for that non-compete obligation.

The Ferrari Collaboration Agreement also provides for a non-compete obligation on the part of Piero Ferrari for the entire term of that agreement, and a prohibition on the enticement of employees and customers for a period of one year from the termination of the Ferrari Collaboration Agreement, for any reason.

6 CLAWBACK AND MALUS ARRANGEMENTS

The short-term incentive schemes, MBO, STIP and SIP, do not provide for claw-back or malus mechanisms, which is contrary to recommendation 31(C) of the Corporate Governance Code.

7 INSURANCE, SOCIAL SECURITY AND PENSIONS

For more information on insurance, social security and pensions, please refer to Section I, Chapter 4, of this Report.

8 EXTRAORDINARY REMUNERATION

The relevant corporate bodies may consider and approve disbursements, by way of bonuses or one-off payments of a discretionary nature, in connection with extraordinary transactions of particular strategic significance (such as the completion of M&A transactions, corporate finance, reorganisations that are substantial in terms of the Company or the Group), or extraordinary performance connected with the achievement of objectives such as to have a material beneficial effect upon on the Group's business, results of operations and financial condition, not already included within the short-term or medium- to long-term variable components of remuneration.

In the event that extraordinary remuneration is paid pursuant to this Paragraph 8, the provisions of the CONSOB RPT Rules and the RPT Procedure apply, where appropriate.

9 REMUNERATION AND EMPLOYEES

The Remuneration Policy comprises a number of instruments and approaches suitable for being applied throughout the Group, with a view to attracting, motivating and retaining individuals with the professional qualities needed to contribute to setting the Group's growth strategy and bolstering its long-term interests and objectives, including sustainability. It is based on principles of fairness, equal opportunities, meritocracy, and market competitiveness. Specific criteria are taken into account in determining the remuneration of the Company's workforce, including comparison with the market and fairness within the Company itself, the characteristics of the role and the responsibilities it entails, as well as the individuals' particular skills. The aim is always to achieve the greatest possible objectivity, in order to avoid any form of discrimination. Ferretti is committed to offering fair levels of remuneration reflective of the skills, abilities and professional experience of each individual, ensuring equal opportunities and avoiding the risks associated with the exercise of discretion. For further information, please refer to the 2023 Non-Financial Disclosure available on the Company's website at www.ferrettigroup.com, in the Governance section.

Employees generally are offered a wide range of non-monetary benefits, including life insurance, pension plans, and medical screening programmes. These benefits relate to the professional category to which the individual belongs, irrespective of the nature of their employment (be that permanent or temporary, fulltime or part-time).

More than 78% of the eligible group, made up of executive employees (dirigenti), middle-managers (quadri) and white-collar employees with management roles (impiegati direttivi), benefit from remuneration comprising a fixed component, set in accordance with the above criteria, and a variable component (under the MBO scheme) that rewards the achievement of company-wide, divisional and personal objectives. Ferretti also provides: (a) a working environment that is safe, fair, inclusive, functional and pleasant, encouraging

teamwork and the exchange of ideas while respecting fundamental health and safety standards; (b) ways of working that facilitate effective, efficient teamwork, by leveraging smart spaces and technologies, allowing greater proximity globally and continual contributions of value to the Company and individuals; and (c) the ability to guide each person's individual and professional development, through regular, structured performance evaluation.

Ferretti is focused, inter alia, on promoting principles of diversity, equity and inclusion, with respect to which the Company has specific objectives related to the development of its staff, reshaping inclusive working methods and encouraging diversity.

Each appointment is assessed in light of the needs and abilities of the individual, providing appropriate workstations and on occasion adjusting working hours. In this way, resources are nurtured and are able to perform at their best.

10 EXCEPTIONS TO THE REMUNERATION POLICY

Further to article 123-ter(3-bis), CLFI, the Company's grants remuneration only in accordance with the Remuneration Policy. The relevant corporate bodies may however consider and approve payment of remuneration that represents an exception to the Remuneration Policy.

The Company may make an exception only in extraordinary circumstances, as part of the pursuit of the Company's long-term interests and sustainability as a whole, or to ensure it is able to compete to attract and retain talent. For example, and without limitation, it may do so where there is:

• (i) a need to encourage the joining and retention of individuals with specific skills or particular professional standing, where that is considered necessary to achieve the Group's objectives;
• (ii) a need to motivate such persons in specific circumstances of uncertainty, or where extraordinary events occur that materially affect the Company's results;
• (iii) a need to reflect substantial changes that have occurred to the manner in which the company's activities are organised, whether of an objective nature (such as extraordinary transactions, mergers, and takeovers, including of whole businesses or business units) or a subjective nature (such as changes among senior management), or material changes in the socio-economic environment, or the occurrence of extraordinary, unforeseeable events regarding the Group, or the sectors or markets in which it operates, such that materially affect the Group's results.

The Remuneration Committee is the body responsible for assessing whether such exceptional situations have arisen, and drafting proposals for temporary exceptions from the Remuneration Policy for submission to the Board of Directors, which is the body responsible for approving the exceptions.

Any exceptions, which may concern one or more parts of the Remuneration Policy described in this Report, will be highlighted in the next Report on the Remuneration Policy and on Compensation Paid, along with a statement on the grounds that led the Company to make the exception.

Where an exception to the Remuneration Policy made pursuant to this paragraph concerns the remuneration of Directors, Statutory Auditors or ESRs, then the terms of the CONSOB RPT Rules and the RPT Procedure are applied.

SECTION II

1 PART I – COMPONENTS OF REMUNERATION IN THE CALENDAR YEAR ENDED 31 DECEMBER 2024

This first part of Section II of the Report provides an account of the items that made up remuneration paid. More specifically, compensation is reported on an accruals basis, with respect to fixed compensation accrued in 2024 and short-term variable incentives accrued with respect to 2024 performance, payable in 2025.

In the calendar year ended 31 December 2024, compensation was paid in accordance with the principles, objectives and objectives set forth in the 2024 Remuneration Policy.

In accordance with article 123-ter(8-bis), CLFI, the Independent Auditors have duly verified that this Section II has been prepared, by formally checking that the information contained herein has been published.

For the purposes of this Section II, please note that:

• (i) the Board of Directors holding office as at the date of the Report was appointed by the Shareholders' Meeting of 18 April 2023, with the exception of the directors Zhang Quan and Zhu Yi, who were co-opted by the Board of Directors on 19 February 2024 and confirmed by the Shareholders' Meeting of 22 April 2024 (replacing Li Xinghao and Hua Fengmao, who had resigned); the director, and Chairman of the Board of Directors, Jiang Kui, who was appointed by co-optation by the Board of Directors on 29 August 2024, and confirmed by the Shareholders' Meeting of 21 January 2025 (replacing the outgoing Chairman, Tan Xuguang); and the directors Tan Ning and Hao Qinggui, co-opted onto the Board of Directors on 28 February 2025 (replacing Xu Xinyu and Zhang Quan, who resigned). The Board of Directors is expected to remain in office until the financial statements as at and for the year ending 31 December 2025 are approved. As at the date of this Report, the Executive Directors are:
  • Alberto Galassi, Ferretti's Chief Executive Officer; and
  • Tan Ning, an Executive Director, who replaced the previous Executive Director, Xu Xinyu on 28 February 2025.
• (ii) the Board of Statutory Auditors holding office as at the date of this Report was appointed by the Shareholders' Meeting of 13 June 2023 and expects to remain in office until the financial statements as at and for the year ending 31 December 2025 are approved;
• (iii) the ESRs as at the date of the Report are those persons who have the power and responsibility, directly or indirectly, for planning, directing and supervising the Company's activities, identified by the Chief Executive Officer.

1.1 BOARD OF DIRECTORS

As part of its appointment of the current Board of Directors, on 18 May 2023 the Shareholders' Meeting resolved to grant each member annual remuneration of euro 40,000 for the whole of their term of office (i.e., until the financial statements as at and for the year ending 31 December 2025 are approved).

On 18 May 2023, the non-executive director and Chairman of the Board of Directors, Tan Xuguang, waived his entitlement to remuneration for the whole of his term of office. Jiang Kui was on co-opted onto the Board as a director and as Chairman of the Board of Directors on 29 August 2024, positions to which he was subsequently confirmed by the Shareholders' Meeting on 21 January 2025. He similarly waived his entitlement to remuneration for the whole of his term of office on the date of his co-option.

Pursuant to the Ferrari Collaboration Agreement, the Honorary Chairman Piero Ferrari is paid a fixed component of remuneration, in addition to the amount resolved by the Shareholders' Meeting on the same date, of euro 200,000 gross per annum.

During the calendar year ended 31 December 2024, no compensation or other benefits were granted following termination of office, or the termination of any director's employment.

1.2 EXECUTIVE DIRECTORS

On 18 May 2023, in compliance with the provisions of the 2023 Galassi Directorship Agreement and following favourable advice from the Board of Statutory Auditors and the Remuneration Committee, the Board of Directors resolved to pay the Chief Executive Officer, Alberto Galassi, by way of a fixed component of his remuneration, an amount additional to that resolved upon by the Shareholders' Meeting of the same date, of euro 1,785,000 gross per annum (this comprised euro 1,254,600 by way of remuneration for his office and euro 530,400 by way of consideration for the non-compete obligation assumed under the Galassi Directorship Agreement), for the whole of his term of office (i.e. until the financial statements as at and for the year ending 31 December 2025 are approved).

On 14 March 2025, the Board of Directors, meeting to approve the draft non-consolidated financial statements as at and for the year ended 31 December 2024, acknowledged that the short-term objectives indicated in the STIP had been achieved, and the consequent entitlement of the STIP's beneficiaries to the payment of the contractually-agreed short-term variable compensation. In the case of the Chief Executive Officer, Alberto Galassi, the contractually-agreed short-term variable compensation under the STIP for 2024 is equal to euro 1,881,479.25, gross.

Pursuant to the Xinyu Directorship Agreement, Executive Director Xu Xinyu – who resigned on 28 February 2025 and was replaced on the same date by the Executive Director Tan Ning - was paid a fixed component of remuneration, in addition to the amount resolved by the Shareholders' Meeting on the same date, of euro 120,000 gross per annum.

The following table sets forth the levels at which the short-term objectives set for the Chief Executive Officer for the year 2024 under the STIP were achieved. Note that for the calendar year ended 31 December 2024, the remuneration package for the Executive Director, Xu Xinyu, did not include a variable component.

SUMMARY OF 2024 SHORT TERM OBJECTIVES -
POSITION	OBJECTIVE	WEIGHTING %	OUTCOME	PERCENTAGE ATTAINED	COMPENSATION AWARDED (IN EUROS)
Chief Executive Officer (Alberto Galassi)	Adjusted EBITDA Operating Cash Flow Order Intake	50% 25% 25%	46.29% 0% 23.98%	70.27%	1,881,479.25

The following table sets forth a summary of the Executive Directors' compensation (i.e., Alberto Galassi and Xu Xinyu) paid for the calendar year ended 31 December 2024.

SUMMARY OF EXECUTIVE DIRECTORS' COMPENSATION FOR THE PERIOD ENDED 31 DECEMBER 2024
OFFICE	FIXED COMP.	SHORT TERM - VARIABLE COMP.	MEDIUM- TO LONG TERM VARIABLE COMP.	OTHER	TOTAL
		AMOUNTS IN EUROS
Chief Executive Officer	1,855,175.52	1,881,479.25	-	0	3,736,654.77
(Alberto Galassi)
Executive Director	77,838.43	-	-	120,000.00	197,838.43
(Xu Xinyu)
TOTAL	1,933,013.95	1,881,479.25	-	120,000.00	3,934,493.20
		PERCENTAGES (*)
Chief Executive Officer	49.65%	50.35%	-	0%	100%
(Alberto Galassi)
Executive Director	39.34%	-	-	60.66%	100%
(Xu Xinyu)

(*) Each percentage is calculated based on the elements of compensation set forth in Table I of Section II. Fixed components are the following: remuneration for office, compensation for participating in committees, non-monetary benefits, other compensation; and short-term variable components are: profit-sharing, bonuses and incentives.

1.3 GENERAL MANAGERS

The Company has not appointed General Managers.

1.4 EXECUTIVES WITH STRATEGIC RESPONSIBILITIES

The Executives with Strategic Responsibilities are identified from time to time by the Chief Executive Officer.

There were no Executives with Strategic Responsibilities whose total compensation received during the year exceeded the greatest amount of compensation allocated to any member of the Board of Directors or of the Board of Stautotry Auditors.

Executives with Strategic Responsibilities who held that status in the calendar year ended 31 December 2024 (including for any part of that year) were paid the following compensation: (i) fixed remuneration as Group employees; (ii) short-term variable remuneration; (iii) other benefits of a non-monetary nature (such as a company car, housing, meals, or insurance).

During the calendar year ended 31 December 2024, no compensation or other benefits were granted following termination of office, or the termination of any ESR's employment, with the exception of the amount paid to an ESR further to the consensual termination of their employment.

1.5 BOARD OF STATUTORY AUDITORS

In reappointing the Board of Statutory Auditors, the Shareholders' Meeting of 13 June 2023 resolved that each standing auditor would be paid euro 30,000 gross per annum, and the Chairman of the Board of Statutory Auditors euro 40,000 gross per annum, thereby leaving the active members' remuneration substantially unchanged.

1.6 EXCEPTIONS TO THE 2024 REMUNERATION POLICY

There were no exceptions applied to the 2024 Remuneration Policy over the course of the calendar year.

1.7 INFORMATION REGARDING EX-POST ADJUSTMENTS TO VARIABLE COMPONENTS OF REMUNERATION

In the calendar year ended 31 December 2023, the Company did not apply any ex-post adjustments to variable components of remuneration (e.g., "malus" and/or "claw-back").

1.8 COMPARATIVE INFORMATION

The following table provides comparative information, for the last two calendar years, regarding the annual changes in:

• (i) the total remuneration of each of the individuals named in Section II of the Report (i.e., the Executive Directors in office during 2024, Alberto Galassi and Xu Xinyu);
• (ii) the Company's consolidated and non-consolidated results;
• (i) the annual gross average remuneration, calculated on a full-time basis, of employees other than the individuals named in Section II of the Report (i.e., other than the Executive Directors).

	COMPARATIVE INFORMATION – ANNUAL CHANGES
	YEAR ENDED 31 DECEMBER 2023	YEAR ENDED 31 DECEMBER 2024
	REMUNERATION OF THE EXECUTIVE DIRECTORS (IN EUROS)
Chief Executive Officer	4,446,576.66	3,736,654.77
(Alberto Galassi)
Executive Director	184,379.27	197,838.43
(Xu Xinyu)
	CONSOLIDATED RESULTS (IN EUROS)
Normalized Consolidated Revenues(2)	1,110,949.000	1,173,349,000
Normalized Consolidated Gross Operating	169,246.000 190,009,000

⁽ 2)The normalized Consolidated Revenues are those stated in the Report accompanying the Consolidated Financial Statements.

Margin(3)

AVERAGE REMUNERATION ON AN EQUIVALENT BASIS OF FULL-TIME EMPLOYEES( 4) (IN EUROS)
Employees within the Company	40,304.07	41,233.16
Employees within the Group	39,915.52	41,305.10

1.9 HOW THE VOTING AT THE SHAREHOLDERS' MEETING OF 22 APRIL 2024 REGARDING SECTION II OF THE REPORT ON REMUNERATION POLICY AND COMPENSATION PAID WAS TAKEN INTO CONSIDERATION

The Board of Directors and the Remuneration Committee, in setting the Remuneration Policy, took into account the guidance that shareholders had provided when voting on Section II of the 2024 report on remuneration policy and compensation paid in 2023 (whereby, 68.921% of aggregate votes represented at the Meeting voted in favour), which confirmed significant shareholder satisfaction regarding the compensation the Company paid to directors, members of the Board of Statutory Auditors and Executives with Strategic Responsibilities during 2023.

* * *

The compensation referred to in this Report has for 2024 been determined in accordance with the 2024 Remuneration Policy. For more details on the compensation paid, please refer to the following tables.

^{( 3}) The normalized Consolidated Gross Operating Margin are those stated in the Report accompanying the Consolidated Financial Statements.

^{( 4}) The average remuneration on an equivalent basis of full-time employees was calculated by considering the ratio between the Labour costs and the average number of employees stated in the financial report.

2 PART II – BREAKDOWN OF COMPENSATION PAID IN THE REFERENCE YEAR

Table 1

Remuneration paid to the members of the Board of Directors or the Board of Statutory Auditors, and other Executives with Strategic Responsibilities.

Name	Office	Period in office	Date term of office expires	Fixed remuneratio n	Compensati on for participatin	Non-equity variable compensation (in euros)		Non monetary benefits5	Other compensati on	Total (in euros)	Fair Value of equity compensatio	Compensation at end of office, or following
				(in euros)	g in Committees (in euros)	Bonuses and other incentives	Profit sharing	(in euros)	(in euros)		n (in euros)	termination of employment (in euros)
Tan Xuguang	Chairman (no longer in office)	01.01.2024 – 28.08.2024	Date of shareholder approval of 2025 accounts
	Compensation from the parent company			-	-	-	-	-	-	-	-	-
	Compensation from subsidiaries and associates				-	-	-	-	-	-	-	-
		Subtotal		-	-	-	-	-	-	-	-	-
Jiang Kui	Chairman	29.08.2024 – 31.12.2024	Date of shareholder approval of 2025 accounts
		Compensation from the parent company		-	-	-	-	-	-	-	-	-

⁵ Non-monetary benefits may include company car, accommodation, and boat.

Name	Office	Period in office	Date term of office expires	Fixed remuneratio n (in euros)	Compensati on for participatin g in Committees (in euros)	Non-equity variable compensation (in euros)		Non monetary benefits5	Other compensati on	Total (in euros)	Fair Value of equity compensatio	Compensation at end of office, or following
						Bonuses and other incentives	Profit sharing	(in euros)	(in euros)		n (in euros)	termination of employment (in euros)
		Compensation from subsidiaries and associates		-	-	-	-	-	-	-	-	-
		Subtotal		-	-	-	-	-	-	-	-	-
Alberto Galassi6	Chief Executive Officer	01.01.2024 – 31.12.2024	Date of shareholder approval of 2025 accounts
		Compensation from the parent company		1,855,175.52	-	1,881,479.25	-	137,297.98	-	3,873,952.75	-	-
		Compensation from subsidiaries and associates		-	-	-	-	-	-	-	-	-
		Subtotal		1,855,175.52	-	1,881,479.25	-	137,297.98	-	3,873,952.75	-	-
Xu Xinyu7	Executive Director	01.01.2024 – 31.12.2024	Date of shareholder approval of 2025 accounts

⁶ Alberto Galassi – This amount includes: (i) annual fixed compensation approved by the Shareholders' Meeting as a director, annual fixed compensation approved by the Board of Directors for the office of Chief Executive Officer, and annual fixed compensation under the 2023 Galassi Directorship Agreement; (ii) short-term variable compensation for the calendar year ended 31 December 2024; (iii) ) the value of non-monetary benefits;

⁷ Xu Xinyu – Executive Director: this amount includes: (i) annual fixed compensation approved by the Shareholders' Meeting as a director, annual fixed compensation under the Xinyu Directorship Agreement; and (ii) the value of non-monetary benefits.

Name	Office	Period in office	Date term of office expires	Fixed remuneratio n	Compensati on for participatin	Non-equity variable compensation (in euros)		Non monetary benefits5	Other compensati on	Total (in euros)	Fair Value of equity compensatio	Compensation at end of office, or following
				(in euros)	g in Committees (in euros)	Bonuses and other incentives	Profit sharing	(in euros)	(in euros)		n (in euros)	termination of employment (in euros)
		Compensation from the parent company		77,838.43	-	-	-	31,246.09	120,000.00	229,084.52	-	-
		Compensation from subsidiaries and associates			-	-	-	-	-	-	-	-
	Subtotal				-	-	-	31,246.09	120,000.00	229,084.52	-	-
Piero Ferrari8	Honorary President	01.01.2024 – 31.12.2024	Date of shareholder approval of 2025 accounts
		Compensation from the parent company		70,152.52	-	-	-	-	200,000.00	270,152.52		-
	Compensation from subsidiaries and associates			-	-	-	-	-	-	-		-
		Subtotal		70,152.52	-	-	-	-	200,000.00	270,152.52		-
Li Xinghao	Director (no longer in office)	01.01.2024 – 18.02.2024	Date of shareholder approval of 2025 accounts

⁸ Piero Ferrari – Honorary Chairman: this amount includes: (i) annual fixed compensation approved by the Shareholders' Meeting as a director and the fixed compensation under the Ferrari Collaboration Agreement.

Name	Office	Period in office				Date term of office expires	Fixed remuneratio n	Compensati on for participatin	Non-equity variable compensation (in euros)		Non monetary benefits5	Other compensati on	Total (in euros)	Fair Value of equity compensatio	Compensation at end of office, or following
				(in euros)	g in Committees (in euros)	Bonuses and other incentives	Profit sharing	(in euros)	(in euros)		n (in euros)	termination of employment (in euros)
		Compensation from the parent company		7,881.80	-	-	-	-	-	7,881.80		-
		Compensation from subsidiaries and associates		-	-	-	-	-	-	-		-
		Subtotal		7,881.80	-	-	-	-	-	7,881.80		-
Hua Fengmao	Director (no longer in office)	01.01.2024 – 18.02.2024	Date of shareholder approval of 2025 accounts
	Compensation from the parent company			7,881.80	-	-	-	-	-	7,881.80		-
	Compensation from subsidiaries and associates											-
		Subtotal		7,881.80	-	-	-	-	-	7,881.80		-
Zhang Quan	Director	19.02.2024 - 31.12.2024	Date of shareholder approval of 2025 accounts
		Compensation from the parent company		49,261.24	-	-	-	-	-	49,261.24		-

Name	Office	Period in office	Date term of office expires	Fixed remuneratio n	Compensati on for participatin	Non-equity variable compensation (in euros)		Non monetary benefits5	Other compensati on	Total (in euros)	Fair Value of equity compensatio	Compensation at end of office, or following
				(in euros)	g in Committees (in euros)	Bonuses and other incentives	Profit sharing	(in euros)	(in euros)		n (in euros)	termination of employment (in euros)
		Compensation from subsidiaries and associates										-
		Subtotal		49,261.24	-	-	-	-	-	49,261.24		-
Zhu Yi	Director	19.02.2024 - 31.12.2024	Date of shareholder approval of 2025 accounts
		Compensation from the parent company		49,261.24	-	-	-	-	-	49,261.24		-
		Compensation from subsidiaries and associates										-
		Subtotal		49,261.24	-	-	-	-	-	49,261.24		-
Stefano Domenicali	Director	01.01.2024 – 31.12.2024	Date of shareholder approval of 2025 accounts
		Compensation from the parent company		64,379.28	-	-	-	-	-	64,379.28	-	-
		Compensation from subsidiaries and associates		-	-	-	-	-	-	-	-	-

Name	Office	Period in office	Date term of office expires	Fixed remuneratio n	Compensati on for participatin	Non-equity variable compensation (in euros)		Non monetary benefits5	Other compensati on (in euros)	Total (in euros)	Fair Value of equity compensatio n	Compensation at end of office, or following
				(in euros)	g in Committees (in euros)	Bonuses and other incentives	Profit sharing	(in euros)			(in euros)	termination of employment (in euros)
		Subtotal		64,379.28	-	-	-	-	-	64,379.28	-	-
Patrick Sun	Director	01.01.2024 – 31.12.2024	Date of shareholder approval of 2025 accounts
	Compensation from the parent company			57,143.04	-	-	-	-	-	57,143.04	-	-
	Compensation from subsidiaries and associates			-	-	-	-	-	-	-	-	-
		Subtotal		57,143.04						57,143.04		-
Jiang Lan	Director	01.01.2024 – 31.12.2024	Date of shareholder approval of 2025 accounts
	Compensation from the parent company				-	-	-	-	-	57,143.04	-	-
	Compensation from subsidiaries and associates			-	-	-	-	-	-	-	-	-
		Subtotal		57,143.04	-	-	-	-	-	57,143.04	-	-

Name	Office	Period in office	Date term of office expires	Fixed remuneratio n	Compensati on for participatin		Non-equity variable compensation (in euros)		Other compensati on	Total (in euros)	Fair Value of equity compensatio	Compensation at end of office, or following
				(in euros)	g in Committees (in euros)	Bonuses and other incentives	Profit sharing	benefits5 (in euros)	(in euros)		n (in euros)	termination of employment (in euros)
Luigi Capitani	Chairman of the Board of Statutory Auditors	01.01.2024 – 31.12.2024	Date of shareholder approval of 2025 accounts
	Compensation from the parent company			41,600.00	-	-	-	-	31,120.00	72,720.00	-	-
		Compensation from subsidiaries and associates		22,074.88	-	-	-	-	-	22,074.88	-	-
		Subtotal		63,674.88	-	-	-	-	31,120.00	94,794.88	-	-
Luca Nicodemi	Standing auditor	01.01.2024 – 31.12.2024	Date of shareholder approval of 2025 accounts
		Compensation from the parent company		31,200.00	-	-	-	-	-	31,200.00	-	-
		Compensation from subsidiaries and associates		-	-	-	-	-	-	-	-	-
		Subtotal		31,200.00	-	-	-	-	-	31,200.00	-	-
Giuseppina Manzo	Standing auditor	01.01.2024 – 31.12.2024	Date of shareholder approval of 2025 accounts

38

Name	Office	Period in office	Date term of office expires	Fixed remuneratio n	Compensati on for participatin	Non-equity variable compensation (in euros)		Non monetary benefits5	Other compensati on	Total (in euros)	Fair Value of equity compensatio	Compensation at end of office, or following
				(in euros)	g in Committees (in euros)	Bonuses and other incentives	Profit sharing	(in euros)	(in euros)		n (in euros)	termination of employment (in euros)
		Compensation from the parent company		31,200.00	-	-	-	-	-	31,200.00	-	-
		Compensation from subsidiaries and associates		-	-	-	-	-	-	-	-	-
		Subtotal		31,200.00	-	-	-	-	-	31,200.00	-	-
Tiziana Vallone	Alternate auditor	01.01.2024 – 31.12.2024	Date of shareholder approval of 2025 accounts
		Compensation from the parent company		-	-	-	-	-	-	-	-	-
		Compensation from subsidiaries and associates		-	-	-	-	-	-	-	-	-
		Subtotal		-	-	-	-	-	-	-	-	-
Federica Marone	Alternate auditor	01.01.2024 – 31.12.2024	Date of shareholder approval of 2025 accounts
		Compensation from the parent company		-	-	-	-	-	-	-	-	-

39

Name	Office	Period in office	Date term of office expires	Fixed remuneratio n (in euros)	Compensati on for participatin g in	Non-equity variable compensation (in euros)		Non monetary benefits5 (in euros)	Other compensati on (in euros)	Total (in euros)	Fair Value of equity compensatio n	Compensation at end of office, or following termination of
					Committees (in euros)	Bonuses and other incentives	Profit sharing				(in euros)	employment (in euros)
		Compensation from subsidiaries and associates		-	-	-	-	-	-	-	-	-
		Subtotal		-	-	-	-	-	-	-	-	-
ESRs		2024	Permanent positions
		Compensation from the parent company		2,290,901.37	-	1,273,429.08	-	86,125.27	-	3,650,455.72	-	825,441.25
Compensation from subsidiaries and associates				53,119.57	-	-	-	-	-	53,119.57	-	-
Subtotal				2,344,020.94	-	1,273,429.08	-	86,125.27	-	3,703,575.29	-	825,441.25
Total				4,766,213.43	-	3,154,908.33	-	254,666.34	351,120.00	8,526,908.10	-	825,441.25

Table 3 B

				Bonus for the year			Bonuses from previous years
Name and surname	Office	Scheme	Payable/Paid	Deferred	Deferral period	no longer payable	Payable/Paid	Still deferred	Other bonuses
Alberto Galassi	Chief Executive Officer	STIP
	Compensation from the parent company		-	1,881,479.25	2025	-	2,650,725.00	-	-
	Compensation from subsidiaries and associates		-	-	-	-	-	-	-
	Subtotal		-	1,881,479.25	2025	-	2,650,725.00	-	-
ESRs		STIP or MBO / SIP / Ferretti Results Bonus
	Compensation from the parent company			1,251,022.03	2025	-	1,919,563.80	-
	Compensation from subsidiaries and associates			-	-	-	-	-
	Subtotal		22,407.05	1,251,022.03	2025	-	1,919,563.80	-

Cash incentive schemes for members of the Board of Directors and the Board of Statutory Auditors, and for other Executives with Strategic Responsibilities.

				Bonus for the year
Name and surname	Office	Scheme	Payable/Paid	Deferred	Deferral period	no longer payable	Payable/Paid	Still deferred	Other bonuses
	Total		22,407.05	3,132,501.28			4,570,288.80

3 PART III – SHAREHOLDINGS

Table 1

Shareholdings of the members of the Board of Directors and the Board of Statutory Auditors, as well as of other Executives with Strategic Responsibilities, to the best of the Issuer's knowledge.

Name	Position	Company whose shares are held	Number of shares held as at 31 December 2023	Number of shares acquired/allocated	Number of shares sold	Number of shares held as at 31 December 2024
Tan Xuguang	Chair of the Board of
	Directors (no longer in office)	-	-	-	-	-
Jiang Kui	Chair of the Board of	-	-	-	-	-
	Directors
Alberto Galassi	Chief Executive	-	-	-	-	-
	Officer
Xu Xinyu9	Executive Director	-	-	-	-	-
Piero Ferrari10	Director and	Ferretti S.p.A.	15,441,768	-	-	15,441,768
	Honorary Chair
Li Xinghao	Director (no longer
	in office)	-	-	-	-	-
Hua Fengmao	Director (no longer
	in office)	-	-	-	-	-
Zhang Quan11	Director	-	-	-	-	-
Zhu Yi	Director	-	-	-	-	-
Stefano Domenicali	Director	-	-	-	-	-
Patrick Sun	Director	-	-	-	-	-
Lan Jiang	Director	-	-	-	-	-
	Chair of the Board of
Luigi Capitani	Statutory Auditors	-	-	-	-	-
Giuseppina Manzo	Statutory Auditor (standing)	-	-	-	-	-
Luca Nicodemi	Statutory Auditor	-	-	-	-	-

⁹ The director Xu Xinyu resigned with effect from 28 February 2025, when he was replaced by Tan Ning, who was co-opted to the Board of Directors on the same date.

¹⁰ These shares are held indirectly by Piero Ferrari, through Kheope S.A., a company whose share capital is held entirely by Piero Ferrari.

¹¹ The director Zhang Quan resigned with effect from 28 February 2025, when he was replaced by Hao Qinggui, who was co-opted to the Board of Directors on the same date.

Name	Position	Company whose shares are held	Number of shares held as at 31 December 2023	Number of shares acquired/allocated	Number of shares sold	Number of shares held as at 31 December 2024
	(standing)
Tiziana Vallone	Statutory Auditor	-	-	-	-	-
	(alternate)
Federica Marone	Statutory Auditor	-	-	-	-	-
	(alternate)
ESRs	-	Ferretti S.p.A.	389,800	13,400	39,400	363,800

** * **

Milan, 14 March 2025

Ferretti S.p.A.

For the Board of Directors

Alberto Galassi

(Chief Executive Officer)