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Ariston Holding N.V.

Remuneration Information • Apr 16, 2025

9974_rns_2025-04-16_0a0bdfe2-6279-46d2-9aa4-bea09b134e55.pdf

Remuneration Information

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ARISTON HOLDING N.V.

EXPLANATORY REPORT OF THE BOARD OF DIRECTORS

PURSUANT TO ARTICLES 114-BIS AND 125-TER ITALIAN CONSOLIDATED LAW ON FINANCIAL INTERMEDIATION AND ARTICLE 2:135, PARAGRAPH 5 DUTCH CIVIL CODE

General Meeting of 4 May 2023

(amendment proposal submitted to the general meeting of 3 June 2025)

2023 LONG-TERM INCENTIVE PLAN OF THE COMPANY

Dear Shareholders,

As known, the Group's Remuneration Policy includes the allocation of performance share units (PSUs) as part of variable remuneration to incentivize key executives and employees. The goal is to drive medium- and long-term growth and align leadership efforts with the sustainable creation of value for shareholders.

In this context, the Shareholders' Meeting, on the proposal of the board of directors, approved the 2023 long-term incentive plan, based on PSUs (2023 LTI Plan). The 2023 LTI Plan targets select beneficiaries in strategic roles within the Company and its subsidiaries, aiming to support corporate growth objectives while fostering retention of critical talent.

Following the adoption of the 2023 LTI Plan, the board of directors, on the recommendation of the Compensation and Talent Development Committee and with the abstention of executive directors, resolved to propose an amendment to the Group Remuneration Policy. This amendment aims to ensure the capability of the Plan in pursuing its primary objective of retaining the leadership roles necessary to guide the company in the execution of its long term strategy and sustainable value creation for shareholders and stakeholders.

Under the proposed Group Remuneration Policy, the amended long-term incentive plan for Beneficiaries (excluding the Executive Chair) will consist of a combination of performance share units (PSUs) and restricted stock units (RSUs), with a greater focus on PSUs. For the Executive Chair, incentives will continue to consist exclusively of PSUs.

Accordingly, the board of directors, on the recommendation of the Compensation and Talent Development Committee and with the abstention of executive directors, resolved to propose an amendment to the 2023 LTI Plan in order to implement the introduction of RSUs.

This amended 2023 LTI Plan (Amended 2023 LTI Plan), if approved by the Shareholders' Meeting, will enter into force amending the 2023 LTI Plan upon vesting of the relevant units, and therefore will apply to the Beneficiaries starting from such date.

The maximum number of units to be assigned under the 2023 LTI Plan (and also the Amended 2023 LTI Plan) will still be equal to a maximum amount of € 9,500,000.00, of which in particular € 2,100,000 for the executive members of the board of the company, as resolved by the board of directors on 2 March 2023, on the proposal of the Compensation and Talent Development Committee.

In the following section of this report, the board of directors of the company sets out all the details regarding the plan (the key feature of which have just been explained), in accordance with Article 84-bis of the CONSOB regulation no. 11971/1999 (Issuer's Regulation) and in line with the indications given in the related Annex 3A – Scheme 7, with the aim of informing our shareholders and the market about the proposed adoption of this plan.

*** ** ***

GLOSSARY

For the purpose of this plan the capitalized terms and expressions listed below have the meanings given immediately after them.

Acceptance
Task		 Indicates the task that the beneficiary needs to complete on
the Global Shares platform as a sign of their full and
unconditional acceptance of the Plan and the related Rules.
Adjusted
EBIT
Objective		 Indicates
the
Ariston
Group's
cumulative
Adjusted
EBIT
at
the
end
of
the
Performance
Period,
as
reflected
in
the
Company's
financial
statements
as
of
31
December
2023,
2024
and
2025.
This value is calculated excluding the Adjusted EBIT, valued
at the time of acquisition, of companies that entered the Ariston
Group's perimeter during the Performance Period, unless
differently specified.
In the above case of exclusion, the value will include the
change (increase or decrease) in the Adjusted EBIT of said
companies
calculated
between
the
time
of
acquisition
and
the
end of the Performance Period.
Allocation
Price
(FMV)		 Indicates the value equal to the arithmetic average of the
official stock exchange closing price of the Ordinary Share
during the 30 days preceding the assignment of the Units.
Ariston
Group		 Indicates
the
Company
and
the
Subsidiaries,
jointly.
Beneficiaries Indicates the Executive Directors, and/or the Directors of
Subsidiaries, and/or Employees, and/or Associates of the
Ariston Group identified as Beneficiaries and to whom Units
will be assigned.
Board
of
Directors		 Indicates
the
board
of
directors
of
the
Company.
Borsa
Italiana		 Borsa Italiana S.p.A. with head office in Milan,
Piazza degli
Affari no. 6.
Company
or Issuer		 Indicates
Ariston
Holding
N.V.
Compensation
and
Talent
Development Committee		 Indicates
the
Compensation
and
Talent
Development
Committee of the Company.
Associate Indicates an individual, other than an Employee, and/or an
Executive Director, and/or a Director of Subsidiary, who
regularly works for one or more Ariston Group companies
within the framework of a contractual relationship
Directors
of
Subsidiaries		 Indicates
the
members
of
the
board
of
directors
of
any
company of the Ariston Group other than the Issuer
Employee Indicates an individual who has an employment relationship
with the Issuer or any other company of the Ariston Group.
Executive Chair Indicates the Executive Director designated as executive chair
of the Company in accordance with article 18.5 of the
Company's articles of association.
Executive
Directors		 Indicates
the
executive
member
of
the
Board
of
Directors.
Group
Remuneration
Policy		 Indicates the group remuneration policy, available on the
Company
website,
www.aristongroup.com
Governance/Corporate-Regulation's section.
Information
Document		 Indicates
this
information
document
drawn
up
pursuant
to
Art.
84-bis of the Issuers' Regulation and consistently with the
instructions contained in the Annex 3A, Scheme 7 of the
Issuers' Regulation.
Net
Sales
Objective		 Indicates Ariston Group's cumulative net sales at the end of
the
Performance
Period,
i.e.,
the
sum
of
revenues
net
of
value
added
tax,
minus
any
returns
of
goods
or
discounts.
This
value
is
calculated
excluding the
revenues, measured
at
the
time
of
acquisition, of companies which entered Ariston Group's
perimeter during the Performance Period, but including the
change (increase or decrease) in the revenues of these
companies,
measured
between
the
time
of
acquisition
and
the
end of the Performance Period.
Ordinary
Shares		 Indicates
Ariston
ordinary
shares,
which
are
listed
on
Euronext
Milan, a regulated market organized and managed by Borsa
Italiana.
Performance
Objectives		 Indicates
the
Adjusted
EBIT
Objective,
the
Net
Sales
Objective,
the
TSR
Objective
and
the
Sustainability
Objective.
Performance
Period		 Indicates the period between 1 January 2023 and 31
December 2025, in relation to which the Performance
Objectives are set.
PSU
or
Performance Share Unit		 Indicates the right to receive for free one Ordinary Share, after
the Performance Period, should the 100% of the Performance
Objectives be achieved and the conditions for the vesting of
the Ordinary Shares be met.
Plan
or Amended 2023 LTI Plan		 Indicates this 2023 LTI Plan approved
by theBoard
of
Directors
on
2
March
2023,
after
consultation
with the Compensation and
Talent Development Committee, as subsequently amended
and supplemented
by the Board
of
Directors
on
9 April 2025.
Relationship Indicates the employment and/or directorship relationship
between a Beneficiary and the Company or one of its
Subsidiaries. If the same Beneficiary has an employment
relationship
and
a
directorship
relationship,
only
the
directorship relationship will be taken into account for the
purposes of this Plan.
RSU or
Restricted Share Unit		 Indicates the right to receive for free one Ordinary Share, after
the Performance Period, should the conditions for the vesting
of the Ordinary Shares be met.
Rules Indicates the Plan's criteria, methods and implementation
terms
which
were
approved
by
the Board of Directors
in
accordance
with this Plan, as subsequently amended and
supplemented.
Shareholders' Meeting Indicates the Company's shareholders' meeting called on 28
April 2022 to resolve, inter alia, on the approval of this Plan
pursuant to Art. 114-bis of the Italian Consolidated Finance
Act.
Subsidiaries Indicates
the
Company
subsidiaries
pursuant
to
Art.
2359,
Paragraph 1 of the Italian Civil Code.
Sustainability Objective Indicates
the
Company's
performance
regarding
the
environmental
sustainability
of
Ariston
Group's
products
in
the
Performance Period, measured as Scope 4 CO2
emissions
avoided by
2025,
from a
2020 baseline,
thanks
to
the renewable
and
high
efficiency
products
we
sell
with
respect
to
the
efficiency
This value is
of the installed park in the Regions we operate.
calculated on a fixed perimeter (i.e. excluding any new
acquisitions during the performance period).
TSR Objective Indicates
the
Company's
total
shareholder
return
compared
to
that of the companies in the peer group, with the comparison
presented as a ranking from 1st to 11th place. Relative Total
shareholder
return
is
measured
at
the
end
of
the
Performance
Period on a total return basis and is thus equal to the
percentage change in the total value of Ordinary Shares plus
the
dividends
distributed
to
the
Company's
shareholders
in
the
Performance Period.
Unit Indicates
all
RSUs and PSUs granted
to
Beneficiaries,
made
available free of charge and not transferable between living
people. Each Unit will give Beneficiaries the right to one
Ordinary Share at the terms and conditions set out in this Plan,
and in accordance with the Rules.

1. THE BENEFICIARIES OF THE PLAN.

The Beneficiaries and the number of Units to be granted to them have not been finalised yet. In all likelihood, however, the beneficiaries will include the company's Executive Directors: the executive chairman, Paolo Merloni and the chief executive officer, Laurent Jacquemin.

Indeed, the final identification of the Beneficiaries will be performed by the following competent corporate bodies authorised to implement the Plan, as approved by the Issuer's general meeting:

  • a. the Board of Directors, following consultation with the Compensation and Talent Development Committee, if the Beneficiary is an Executive Director or carries out general management duties at the Issuer; or
  • b. the Executive Directors of the Issuer, if the Beneficiary is an individual other than those referred to in paragraph a) above.

For the purposes of identifying the Beneficiaries, the competent corporate bodies shall take into account the importance of the position held by each Beneficiary in the Group as well as selected talent, and the Issuer's interest in scaling long-term incentives as part of its strategy.

The competent corporate bodies shall, in any case, observe any quantitative limits approved by the Issuer's general meeting, specifically: for a maximum number of Units equal to the ratio between € 9,500,000.00 and the Allocation Price, of which in particular: (i) for the Executive Directors of the Issuer: a maximum number of Units resulting from the ratio between € 2,100,000.00 and the Allocation Price, and (ii) with respect to all other Beneficiaries: for a maximum number of Units resulting from the ratio between € 7,400,000.00 and the Allocation Price. Should the target be achieved at 100%, and presuming that the Allocation Price will be equal to the stock price upon Units conversion into Ordinary Shares, the maximum disbursement of the Company will be equal to € 9.5 million.

Please note that the Allocation Price of the Units is based on the arithmetic average of the official stock market closing prices in the 30 days preceding the assignment of the Units neutralizing, in this manner, the effect of any sudden increases or decreases in the price of the Ordinary Shares close to the assignment date. Moreover, the Units have a medium to long term Performance Period, which makes short-term fluctuations in the price of the Ordinary Shares less relevant.

Beneficiaries may belong to one of four categories in the Ariston Group: Executive Directors, Directors of Subsidiaries, Employees, and Associates. The competent corporate bodies may assign Units under this Plan until the deadline of 31 December 2023.

For each Beneficiary, with the exception of the Executive Chair, the Units are allocated as follows: (i) 60% in the form of PSUs and (ii) the remaining 40% in the form of RSUs. Conversely, the Units assigned to the Executive Chair will be granted entirely in the form of PSUs.

The Units assigned are governed by the same regulations regardless of the category to which each Beneficiary belongs.

The information relating to the effective recipients of the Units will be disclosed to the public upon implementation of the Plan in accordance with all applicable legal provisions and regulations.

2. REASONS JUSTIFYING THE ADOPTION OF THE PLAN.

This Plan is a tool for achieving growth results in the medium and long term and align Beneficiaries' interests with the pursuit of the priority objective of sustainable creation of value for shareholders.

For the purposes of determining the number of Units that can be assigned to each Beneficiary, the competent corporate body considers the importance of the position held by each Beneficiary in Ariston Group, and the Issuer's interest in scaling long-term incentives as part of its strategy.

The established timeframe – a three-year period – was determined to prevent short-term strategy from compromising the effectiveness of the management incentive scheme, such as effects on the achievement of certain targets.

The plan is developed over a period of time deemed appropriate for the achievement of the objectives of incentive and retention and is prepared in accordance with the Group Remuneration Policy.

3. PERFORMANCE INDICATORS OF THE PLAN AND VESTING OF THE UNITS GRANTED.

The Plan provides for the assignment, free of charge, of Units to the Beneficiaries that permit their subsequent conversion into Ordinary Shares under the conditions established in this Plan and in accordance with the Rules.

*

3.1 PSUs

The vesting of the Units embodied in the PSUs and the corresponding granting of Ordinary Shares are subject to verification by the Board of Directors of the degree to which one or more Performance Objectives have been achieved by the end of the Performance Period.

The Performance Objectives are: (i) the Adjusted EBIT Objective; (ii) the Net Sales Objective; (iii) the TSR Objective; and (iv) the Sustainability Objective. These Performance Objectives are communicated to the Beneficiaries through the Rules and are disclosed to the market through publication of the Company's remuneration report and/or the annual report.

Each Performance Objective has an incentive payout curve that links the Ordinary Shares that can be granted with the degree of achievement of the Performance Objective, based on the following performance levels:

  • (i) a minimum performance threshold, below which no Ordinary Shares are granted;
  • (ii) a target performance threshold, the reaching of which will result in the vesting of 100% of the Ordinary Shares that can be awarded based on the given Performance Objective; and
  • (iii) a maximum performance threshold, the reaching or exceeding of which will result in the vesting of up to 150% of the Ordinary Shares that can be awarded based on the given Performance Objective.

The actual number of PSUs that will vest – and thus the number of Ordinary Shares that will be granted to each Beneficiary – will be the number resulting from the weighted average of the results pertaining to the Adjusted EBIT Objective and Net Sales Objective (70% combined weight), the TSR Objective (15% weight) and the Sustainability Objective (15% weight), each calculated in accordance with their performance level and shall be determined by the Board of Directors, having obtained the opinion of the Compensation and Talent Development Committee, based on the level of achievement of the Performance Objectives as set out in the consolidated financial statements of the Group, approved by the Shareholders' Meeting of the Company and, as to the results relating to the TSR Objective, having regard to the calculations provided by the financial management of the Company or by any external company appointed to certify the results achieved, in any event taking into account that in the pursuit of the Performance Objectives the Group shall avoid excessive debt.

Each Performance Objective will be relevant for PSU vesting purposes as shown in the following tables:

a. Adjusted EBIT Objective and Net Sales Objective (70% weight) – calculated on a continuous, non-discretionary basis and expressed as a percentage of the targets set forth in the Company's business plan approved on 16 December 2022:

2023-2025 NET SALES
as % of the
Objective		 92,0% 93,6% 95,2% 96,8% 98,4% 100,0% 101,6% 103,2% 104,8% 106,4% 108,0%
90,0% 50,0% 55,0% 60,0% 65,0% 70,0% 75,0% 80,0% 85,0% 90,0% 95,0% 100,0%
92,0% 55,0% 60,0% 65,0% 70,0% 75,0% 80,0% 85,0% 90,0% 95,0% 100,0% 105,0%
94,0% 60,0% 65,0% 70,0% 75,0% 80,0% 85,0% 90,0% 95,0% 100,0% 105,0% 110,0%
96,0% 65,0% 70,0% 75,0% 80,0% 85,0% 90,0% 95,0% 100,0% 105,0% 110,0% 115,0%
98,0% 70,0% 75,0% 80,0% 85,0% 90,0% 95,0% 100,0% 105,0% 110,0% 115,0% 120,0%
2023-2025 TOTAL
EBIT ADJUSTED		 100,0% 75,0% 80,0% 85,0% 90,0% 95,0% 100,0% 105,0% 110,0% 115,0% 120,0% 125,0%
102,0% 80,0% 85,0% 90,0% 95,0% 100,0% 105,0% 110,0% 115,0% 120,0% 125,0% 130,0%
104,0% 85,0% 90,0% 95,0% 100,0% 105,0% 110,0% 115,0% 120,0% 125,0% 130,0% 135,0%
106,0% 90,0% 95,0% 100,0% 105,0% 110,0% 115,0% 120,0% 125,0% 130,0% 135,0% 140,0%
108,0% 95,0% 100,0% 105,0% 110,0% 115,0% 120,0% 125,0% 130,0% 135,0% 140,0% 145,0%
110,0% 100,0% 105,0% 110,0% 115,0% 120,0% 125,0% 130,0% 135,0% 140,0% 145,0% 150,0%

b. TSR Objective (15% weight)

Company rank compared to the Peer
Group		 Percentage
of
PSUs
that
vest
(out
of
15% of the total)
11 0%
10-9 50%
8-7 75%
6-5 100%
4-3 125%
1-2 150%

c. Sustainability Objective (15% weight) – calculated on a continuous, non-discrete basis

CO2
Emissions
avoided		 Percentage
of
PSUs
that
vest
(out
of
15% of the total)
Below
38
million
tons		 0%
38
million
tons		 50%
45
million
tons		 100%
greater
or
equal
52
million
tons		 150%

3.2 RSUs

The number of Ordinary Shares to be allocated to the relevant Beneficiary with respect to any Units embodied in RSUs shall be equal to the number of RSUs granted to him/her.

*

The Ordinary Shares – the number of which will correspond to the related Units vested – will be granted to each Beneficiary through special notice from the Company by the end of May 2026 or at the soonest possible date. The Ordinary Shares will be granted free of charge; Beneficiaries will thus not have to pay any consideration to the Company for them. With reference to this Information Document, please note that:

  • this Plan is subject to the malus and claw back provisions laid down in Article 2:135 (6) and (8) of the Dutch Civil Code;
  • the approval of this Plan was not influenced by tax or accounting considerations and will be implemented, in the Issuer's interests, in compliance with tax and accounting provisions in force from time to time; and that
  • this Plan will not benefit from the support of the Fondo speciale per l'incentivazione della partecipazione di lavoratori nelle imprese (the Italian fund to promote employee shareholding).

4. METHODS AND IMPLEMENTATION CLAUSES OF THE PLAN, DURATION AND CONDITION FOR THE ALLOCATION OF ORDINARY SHARES.

On proposal of the Compensation and Talent Development Committee of 20 February 2023, the Board of Directors on 2 March 2023 resolved, with the abstention of the interested Executive Directors, to submit the 2023 LTI Plan to the approval of the Shareholders' Meeting.

The Shareholders' Meeting on 4 May 2023 approved the 2023 LTI Plan originally submitted by the Board of Directors.

On proposal of the Compensation and Talent Development Committee of 2 April 2025, the Board of Directors on 9 April 2025 resolved, with the abstention of the interested Executive Directors, to amend the 2023 LTI Plan and to submit such Amended 2023 LTI Plan to the approval of the Shareholders' Meeting. The Amended 2023 LTI Plan, if approved, will enter into force upon the vesting of the relevant units.

The Shareholders' Meeting will be called to resolve not only the approval of the amendments to this Plan, but also to grant the Board of Directors all powers necessary or advisable to execute such Plan, in particular (merely by way of example but not limited to) all powers for identifying the Beneficiaries and for determining the number of Units to assign to each one of them, for making the assignments to the Beneficiaries, and for carrying out every action, fulfilment, formality and communication necessary or expedient for the management and/or implementation of this Plan.

It is proposed to grant the Board of Directors with all powers necessary or expedient to execute the Plan, in particular all powers for identifying the Beneficiaries and for determining the number of Units to assign to each one of them, for making the assignments to the Beneficiaries, and for carrying out every action, fulfilment, formality and communication necessary or expedient for the management and/or implementation of the this Plan, with powers to delegate its own powers, duties and responsibilities regarding the execution and application of the such Plan to the Executive Directors, also separately from each other, it being understood that every decision regarding and/or pertaining to the assignment of the Units to the Beneficiaries, who are also Executive Directors, shall remain the sole responsibility of the Board of Directors. The Compensation and Talent Development Committee will perform advisory and proposal-making functions for implementing the Plan pursuant to the Group Remuneration Policies.

It is also proposed to grant the Board of Directors with the power to introduce any amendment or supplement to the Plan it deems useful or necessary to better pursue the objectives of the same Plan regarding the interests of the Issuer, adopting the most expedient methods.

The Plan includes the free assignment to the Beneficiaries of Units that give the right to receive, again for nil consideration, the Ordinary Shares in the ratio of 1 Ordinary Share every 1 Unit accrued. The Issuer's competent corporate bodies may acquire and/or issue the Ordinary Shares to serve the Plan in accordance with applicable legislation and regulations. It is within the discretionary powers of the Board of Directors to decide whether to acquire the Ordinary Shares on the market when the Units are assigned or to enter into derivatives contracts to hedge the risk of price fluctuations, or to raise the capital to serve the Units by another means (e.g., a capital increase).

In the absence of specific delegation of powers and notwithstanding the ordinary administration of the Plan, each director of the Company who is not a member of the Compensation and Talent Development Committee contributes to the implementation of the Plan only in his capacity as a member of the Issuer's management body. If a conflict of interest arises, the general provisions and procedures governing transactions in the event of conflicts of interest shall apply. None of the non-executive members of Board of Directors will be a Beneficiary of Units under this Plan; thus none of the members of the Issuer's Compensation and Talent Development Committee will be a Beneficiary of Units under this Plan.

5. LIMITS TO THE TRANSFER OF THE UNITS AND THE ORDINARY SHARES GRANTED.

The Units are personal, non-transferable, and they cannot be pledged or given as a guarantee to the Company, to the Subsidiaries or to third parties. In general, the Units cannot be the subject matter of any type of contract, including derivative contracts.

The assignment of the Units during the validity of the Plan shall give no right or expectation to the assignment of Units over the years to come, nor to maintaining the existing relationship between the Beneficiaries and the Issuer, or the Subsidiaries, which will continue to be regulated following the applicable rules in effect of the current laws.

The Units can be converted into Ordinary Shares only by the Beneficiaries, unless otherwise provided for in the case of death or disability of the Beneficiary.

No restrictions apply to Beneficiaries in transferring the Ordinary Shares assigned after the accrued Units are converted, except for Executive Directors who will be required to continuously hold, for a period of two years following the Performance Period a number of Ordinary Shares equal to 30% of those accrued (net of sell to cover) under this Plan.

Any attempt to sell, assign, encumber or transfer the Units, and any hedging operations on the Units by a Beneficiary before the granting of the Ordinary Shares, will be invalid and in any case ineffective against the Issuer and will automatically lead to that Beneficiary's loss of his/her Units.

Beneficiary's right to Ordinary Shares is intrinsically and functionally linked to the continuation of the Beneficiary's Relationship with the Company or its Subsidiaries. Therefore, if the Beneficiary's Relationship terminates before the conversion of the Units into Ordinary Shares, all Units granted to the Beneficiary will be permanently cancelled, with the Beneficiary's consequent loss of the right to Ordinary Shares. This unless the Board of Directors decides otherwise in a more favorable way for the Beneficiary.

If a Beneficiary's Relationship terminates after the termination of the Performance Period but before the conversion of the Units into Ordinary Shares, because of dismissal, revocation or non-renewal by the Company for just cause, disciplinary reasons, or any other serious reasons foreseen in the local legislation as cause or disciplinary reason, all Units granted to that Beneficiary will be permanently cancelled, with the Beneficiary's consequent loss of the right to Shares. This unless the Board of Directors decides otherwise in a more favorable way for the Beneficiary.

In all cases of termination of the Relationship other than those referred to the paragraph above, the Beneficiary concerned (or his/her heirs) will retain the right to the Ordinary Shares.

It is understood that: (i) the natural expiry of an Executive Director and/or Director of Subsidiary's term of office followed by the immediate and uninterrupted renewal of the directorship will not be considered termination of the Relationship; and (ii) a Beneficiary subject to disciplinary action will have his/her right to the Ordinary Shares suspended from the moment a disciplinary letter is sent/delivered to him/her until he/she receives a notice from the Company or Subsidiary whereby the disciplinary penalty is applied or that states that it does not intend to apply any disciplinary penalties.

If a Relationship is transferred from the Company or a Subsidiary to another Ariston Group company, or if a Relationship is terminated and a new Relationship is simultaneously entered into within the Ariston Group, the Beneficiary will retain, mutatis mutandis, all rights granted to him/her under these Rules.

With reference to this Information Document, please note that:

  • except for what is stated in the paragraphs above, there are no other causes for cancellation of the Plan;
  • no "redemption" clauses are provided by the Company for the Units covered by the Plan and for the Ordinary Shares stemming from their conversion, without prejudice to what is provided above with reference to the claw back;

  • the Issuer's expected liability shall be calculated with reference to the actual dates on which the Units are assigned, according to the Black-Scholes method; and

  • any dilutive effects from the implementation of the Plan will depend on whether the Issuer has chosen to raise capital through purchases on the market or through a capital increase. Notwithstanding the Regulation authorising the Issuer to implement the Plan through either the purchase of Ordinary Shares that have already been issued or via a capital increase; in the event of a capital increase, the Issuer expects a de minimis dilution.

6. EXTRAORDINARY TRANSACTIONS.

In any of the cases listed below, the Board of Directors may amend or supplement the Plan, independently and without the Company shareholders' approval, in any way it considers necessary or appropriate to avoid changing, within the limits allowed by the legislation applicable from time to time, the Plan's substantive and economic content and in the spirit of maintaining alignment between the Beneficiaries' interests and Shareholders' interests, with the common aim of creating sustainable value, including in consideration of other stakeholders' interests: (i) extraordinary transactions that involve the Company's share capital and that are not expressly governed by the Rules such as: mergers; spin-offs; reductions in share capital due to losses through the cancellation of shares; reductions in the nominal value of shares due to losses; increases in the Company's share capital, whether free of charge or for cash, offered with or without pre-emption rights to shareholders, and which may also be paid for through contributions in kind; distribution of extraordinary dividends to shareholders; and reverse stock splits or share splits; (ii) events that are of an extraordinary or non-recurring nature or unrelated to the typical activity of the Company or Ariston Group such as those events that (x) are considered particularly significant, or (y) are not currently envisaged in the business plans, and (z) entail a significant change to the Group's composition; (iii) significant changes in the macroeconomic or competitive landscape due to extraordinary events of significant impact that fall outside the scope of management's action; and (iv) any legislative or regulatory changes or other events that could affect the Units, Ordinary Shares, Ariston Group or Plan.

For example, the Board of Directors may amend – by supplementing or reducing, as the case may be – the following: (i) the definition, maximum number and/or features of the Units granted to Beneficiaries and/or Ordinary Shares governed by the Plan, with account taken of the number of Company treasury shares from time to time and/or the number of new Ordinary Shares resulting from any capital increases approved to service the Plan or any further incentive plans and Units granted under the Plan or under any further incentive plans, including share-based plans; (ii) the conditions for granting of the Ordinary Shares; and (iii) the Performance Objectives, including the companies in the peer group.

*** ** ***

COMPENSATION PLANS BASED ON FINANCIAL INSTRUMENTS

Box 1
Financial instruments other than stock options (Performance Share Unit)
Section 1 Financial Instrument relating to plans currently being validated, approved on the basis of previous resolutions by shareholders' meeting
Name or
category		 Position Date of general
meeting
resolution		 Type of financial
instruments		 No. of financial
instrument		 Date of assignment Instrument purchase
price (if applicable)		 Market price of the
underlying shares on the
assignment date		 Performance period
Paolo Merloni Executive
Chairman		 28.04.2022 PSU 104,948 28.04.2022 9.5285 9.65 01.01.2022 – 31.12.2024
26.11.2021 PSU 112,000 26.11.2021 10.25 10.25 01.01.2021 – 31.12.2023
26.11.2021 RSU 156,737 26.11.2021 10.25 10.25 01.01.2020 – 31.12.2022
Laurent
Jacquemin		 Chief Executive
Officer		 28.04.2022 PSU 94,453 28.04.2022 9.5285 9.65 01.01.2022 – 31.12.2024
26.11.2021 PSU 112,000 26.11.2021 10.25 10.25 01.01.2021 – 31.12.2023
26.11.2021 RSU 156,737 26.11.2021 10.25 10.25 01.01.2020 – 31.12.2022
Other
beneficiaries		 Employees 28.04.2022 PSU 424,200 28.04.2022 9.5285 9.65 01.01.2022 – 31.12.2024
26.11.2021 PSU 387,524 26.11.2021 10.25 10.25 01.01.2021 – 31.12.2023
26.11.2021 RSU 452,315 26.11.2021 10.25 10.25 01.01.2020 – 31.12.2022

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