Remuneration Information • Mar 30, 2023
Remuneration Information
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Courtesy Translation. In any case of discrepancy, the Italian text prevails.
AEFFE S.P.A.
15th March 2023
Published on the website https://aeffe.com/it/relazione-sulla-remunerazione-aeffe/

This Remuneration Report (the "Report") has been prepared pursuant to art. 123-ter of Legislative Decree 58 dated 24th February 1998, as amended, (the "Consolidated Finance Law" or "TUF") and in compliance with art. 84-quater of the regulations adopted by Consob Decision no. 11971 dated 14th May 1999, as amended (the "Issuers' Regulations") and Format 7-bis of Attachment 3A to the Issuers' Regulations in force at the reporting date.
This Report comprises two Sections.
Section I, entitled "Remuneration Policy", describes the policy of Aeffe S.p.A. ("Aeffe" or the "Company") for remunerating the members of its board of directors (the "Directors"), the members of the board of statutory auditors (the "Auditors") and its executives with strategic responsibilities. In compliance with the regulation adopted by Consob Decision no. 17221 dated 12 March 2010 (the "Regulation"), this phrase means those persons who, directly or indirectly, have powers and responsibilities for planning, directing and controlling the activities of the Company (the "Executives with Strategic Responsibilities").
Section I also describes the procedures followed by the Company to adopt and implement the above Remuneration Policy, and the parties involved.
Specifically, the Remuneration Policy:
In compliance with the provisions of article 123-ter(3-bis) and (3-ter), TUF, Section I will be subject to a binding vote of the Shareholders' meeting convened in a single instance for 27th April 2023.
Section II, "Compensation paid in 2022", which, for the members of the Board of Directors and the Board of Statutory Auditors, general managers and in aggregate form for Executives with strategic responsibilities (as applicable):

reporting period and also describing the payments made in one or more subsequent periods for activities carried out during the Period, potentially indicating an estimate of value for the components that cannot be objectively quantified during the Period itself;
In compliance with the provisions of article 123-ter(6) TUF, Section II is subject to a non-binding vote of the Shareholders' meeting convened in a single instance for 27th April 2023, which will deliberate in favor or against.
The corporate governance model adopted by the Company comprises the so-called single system of administration and control, which incorporates:

In compliance with para. IV of art. 84-quater of the Issuers' Regulations, this Report presents tables showing the equity interests of the Directors, Auditors and Executives with Strategic Responsibilities in the Company and its subsidiaries.
This Report is made available to the public at the registered address of the Company, via the authorized transmission and storage mechanism SDIR-NIS/NIS-Storage and on the Company's Internet site at the address www.aeffe.com, the Section "Aeffe Governance/Compensation policy".
The Shareholders' Meeting of the Company held on 28th April 2022 approved Section I of the Report on remuneration and compensation paid in 2021 with a binding vote. The percentage of votes in favor was 95.371% of those who voted.


| 1. | Introduction14 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2. | Procedures followed for the adoption and implementation of the Remuneration Policy14 |
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| 2.1 | Procedure for the preparation and approval of the Remuneration Policy and the functional and organizational model 14 |
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| 2.2 | Criteria for defining the Remuneration Policy 16 | ||||||||
| 2.3 | Remuneration policy and risk management policy 16 | ||||||||
| 2.4 | Elements relating to compensation and working conditions of employees in establishing the Remuneration Policy 17 |
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| 2.5 | Duration 17 | ||||||||
| 3. | Purpose and principles of the Remuneration Policy18 | ||||||||
| 4. | Components of remuneration 23 | ||||||||
| 4.1 | Fixed component 23 | ||||||||
| 4.2 | Short-term variable component - known as Management by Objectives 24 | ||||||||
| 4.3 | Long-term incentives 24 | ||||||||
| 4.4 | Policy followed with regard to non-monetary benefits 26 | ||||||||
| 4.5 | Treatment on termination of mandate or employment relationship 26 | ||||||||
| 4.6 | Incentive plans based on shares, options or other financial instruments 26 | ||||||||
| 4.7 | Clawback/malus mechanisms 26 | ||||||||
| 4.8 | Clauses for retaining financial instruments 26 | ||||||||
| 4.9 | Insurance cover, assurance and pension schemes supplementing the required | ||||||||
| cover 26 | |||||||||
| 4.10 | Elements of the Remuneration Policy that may be waived in the presence of | ||||||||
| exceptional circumstances and procedural conditions to which the waiver may apply. 26 |
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| 5. | Remuneration of directors 27 | ||||||||
| 5.1 | Remuneration of directors with specific responsibilities 27 | ||||||||
| 5.2 | Remuneration of non-executive directors 27 | ||||||||
| 5.3 | Compensation policy followed with reference: (i) to independent directors, (ii) to | ||||||||
| participation in committees and (iii) the fulfillment of particular roles 28 | |||||||||
| 6. | Compensation of members of the Board of Statutory Auditors 28 |

1.1 This document (the "Remuneration Policy") explains the policy of Aeffe S.p.A. ("Aeffe" or simply the "Company") for remunerating the members of its Board of Directors, the members of the Board of Statutory Auditors and its executives with strategic responsibilities. This phrase means those persons who, directly or indirectly, have responsibilities for planning, directing and controlling the activities of the Company, as defined in Attachment 1 to the Consob Regulation on related-party transactions adopted by Consob Decision no. 17221 dated 21 March 2010, as amended, and as identified from time to time by the board of directors of the Company (the "Executives with Strategic Responsibilities").
(i) was prepared in compliance with article 5 of the code of corporate governance approved by the Corporate Governance Committee of Borsa Italiana S.p.A. (the "Corporate Governance Code"), in accordance with article 123-ter of Legislative decree no. 58 of 24th February 1998, as amended (the "TUF"), as well as pursuant and consequent to art. 3.2 of the Procedure for Related-Party Transactions approved by the Board of Directors of the Company on 10th November 2010 (the "Procedure for Related-Party Transactions").
(ii) was approved on [25th March 2021] by the Board of Directors of the Company, acting on a proposal from the compensation committee;
(iii) may be revised and updated by the Board of Directors acting on proposals from the compensation committee, which is tasked with periodically assessing the adequacy, overall consistency and effective application of the policy.

In accordance with the provisions of law and regulation, and article 5 of the Corporate governance code, the compensation committee also:

To achieve continuity with previous periods and in accordance with the recommendations made on the matter in art. 5 of the Corporate Governance Code, the remuneration practices and the best practices adopted in the relevant market are continually analyzed and monitored using specific remuneration benchmarks with the aim of maintaining continual awareness of the reference scenario and to be able to assess and potentially seize effective initiatives promptly. The remuneration benchmark is established based on a method of assessing management positions, which allows each role to be weighted, enabling both internal, global and external comparison, to ensure competitive alignment with the relevant market.
In line with the measures indicated above, the Remuneration Policy of the Company has been defined with careful attention to new market approaches but without particular reference to the specific remuneration policies adopted by other companies.
The Company ensures that the variable element of the remuneration of its Directors and Executives with Strategic Responsibilities is determined with reference to sustainable performance objectives that are consistent with the risk profile established by the Board of Directors.

The Remuneration Policy is primarily established with the objective of attracting, motivating and achieving the loyalty of people with the necessary professional qualities for contributing to defining the growth strategy of the Company and reinforcing the long-term interests and sustainability of Aeffe and the Group. It is based on the principles of equity, equal opportunity, meritocracy and market competitiveness.
The definition of the compensation the workforce takes into consideration specific criteria, such as comparison with the external market or the internal equity of the Company, the characteristics of the role and the responsibilities assigned, and the personal skills of each person, always within a view of maximum objectivity, in order to avoid any form of discrimination.
The compensation of 4.1% of the workforce of Aeffe S.p.A. and 5.1% of the workforce of the Aeffe Group comprises a fixed component, set according to the criteria mentioned above, and the variable component, intended to reward the achievement of specific financial and quality objectives (90% EBITDA, 10% Sustainability), strictly aligned with the Company's strategic projects.
The Company also implements measures for ensuring:
Except as indicated below, the Remuneration Policy described in this Report does not differ substantially from that implemented in the previous period. In consideration of national and international best practices, the Company has maintained unchanged the guiding principles and leading elements of the Remuneration Policy, while introducing certain innovations intended to consolidate the Company's socially responsible approach. Specifically, certain changes have been introduced to the variable compensation system by contemplating payout scenarios associated with essentially non-financial objectives associated with the pursuit of ESG values.
The duration of this Remuneration Policy is aligned with the mandate of the Board of Directors and, accordingly, will be effective until approval of the financial statements as of 31st December 2022, while remaining in force until the approval of a new policy for the following period.

The policy on the variable component of remuneration contributes to the Company strategy and pursuit of its long-term interests (including the Company's sustainability), in order to guarantee fair and stable employment relationships based on respect and promotion of talent.
It is defined to ensure an overall compensation structure that recognizes the professional value of the persons involved and facilitates an adequate balance of fixed and variable components, with the intention of creating sustainable value in the medium and long term and guaranteeing a direct link between compensation and specific performance objectives, while creating a working environment inclusive of all forms of diversity that favors the expression of individual potential, and attracts, retains and motivates personnel.
In implementing the aforesaid principles, the payment of a variable component of compensation (short and/or medium-long term) does not depend solely on strictly economic- financial performance objectives, but also on strategic drivers and goals in terms of environmental and social sustainability within the corporate culture. The decision to combine the variable component objectives with ESG (i.e. Environmental, Social and Governance) performance objectives confirms the Company's commitment to unite operational, economic and financial robustness with social and environmental responsibility, further developing the internal culture of sustainability and linking it to concrete and measurable objectives. The Board of Directors will assign detailed Aeffe performance and sustainability objectives to personnel, with support from the HR function.
Alignment of the interests of management with those of the shareholders is a key objective and the ultimate goal when defining the variable, incentivizing part of the remuneration of management with

strategic responsibilities. In line with international best practice and the resolutions adopted at European level and elsewhere, the Company takes care to implement mechanisms capable of incentivizing the creation of authentic and stable value for the Company and the Aeffe Group. This translates into a concrete benefit for the shareholders, not least via the balanced and careful identification of desirable performance objectives.
The fixed and variable components of compensation are adequately balanced according to the Aeffe strategic objectives and risk management policy, also in consideration of the segment of operations and the characteristics of the business activity effectively carried out, in line with the aim of promoting the creation of medium- and long-term value and sustainable growth for all shareholders.
The following represents the percentage weightings of the fixed component, the short-term variable component and the medium- and long-term variable component within the compensation packages of the Directors and the Executives with strategic responsibilities.

| Short-term variable component |
Long-term variable component | ||||||
|---|---|---|---|---|---|---|---|
| Chairman | 0% | maximum objective achieved: 28.8% €450,000 (the hypothetical percentage of the compensation projected over the three-year period of the LTI plan is 5%) |
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| intermediate objective achieved: 17.3% €270,000 (the hypothetical percentage of the compensation projected over the three-year period of the LTI plan is 3%) |
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| minimum objective achieved: 12.8% €200,000 (the hypothetical percentage of the compensation projected over the three-year period of the LTI plan is 2%) |
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| Short-term variable component |
Long-term variable component | ||||||
| Deputy Chairman | 0% | maximum objective achieved: 28.8% €450,000 (the hypothetical percentage of the compensation projected over the three-year period of the LTI plan is 5%) |
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| intermediate objective achieved: 17.3% €270,000 (the hypothetical percentage of the compensation projected over the three-year period of the LTI plan is 3%) |
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| minimum objective achieved: 12.8% €200,000 (the hypothetical percentage of the compensation projected over the three-year period of the LTI plan is 2%) |
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| Chief Executive Officer | Short-term variable component (incidence on annual compensation) |
Long-term variable component | |||||
| 0% | maximum objective achieved: 103.4% €450,000 (the hypothetical percentage of the compensation projected over the three-year period of the LTI plan is 19%) |
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| intermediate objective achieved: 62.1% €270,000 (the hypothetical percentage of the compensation projected over the three-year period of the LTI plan is 11%) |

| minimum objective achieved: 46% €200,000 (the hypothetical percentage of the compensation projected over the three-year period of the LTI plan is 8%) |
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|---|---|---|---|---|---|---|---|
| General Manager Moschino | Short-term variable component (incidence on annual compensation) 28.4% |
Long-term variable component | |||||
| maximum objective achieved: 104.17% €250,000 (the hypothetical percentage of the compensation projected over the three-year period of the LTI plan is 35%) |
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| intermediate objective achieved: 62.5% €150,000 (the hypothetical percentage of the compensation projected over the three-year period of the LTI plan is 21%) |
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| minimum objective achieved: 41.7% €100,000 (the hypothetical percentage of the compensation projected over the three-year period of the LTI plan is 14%) |
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| General Manager Pollini | Short-term variable component (incidence on annual compensation) |
Long-term variable component | |||||
| 10.8% | maximum objective achieved: 100.8% €250,000 (the hypothetical percentage of the compensation projected over the three-year period of the LTI plan is 34%) |
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| intermediate objective achieved: 60.5% €150,000 (the hypothetical percentage of the compensation projected over the three-year period of the LTI plan is 20%) |
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| minimum objective achieved: 40.3% €100,000 (the hypothetical percentage of the compensation projected over the three-year period of the LTI plan is 13%) |
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| Short-term variable component (incidence on annual compensation) |
Long-term variable component |

| Strategic Executive Beach & Underwear Business Unit |
16.8% | maximum objective achieved: 144.5% €250,000 (the hypothetical percentage of the compensation projected over the three-year period of the LTI plan is 48%) intermediate objective achieved: 86.7% €150,000 (the hypothetical percentage of the compensation projected over the three-year period of the LTI plan is 29%) minimum objective achieved: 57.8% €100,000 (the hypothetical percentage of the compensation projected over the three-year period of the LTI plan is 19%) |
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|---|---|---|---|---|---|---|
| Short-term variable component |
Long-term variable component | |||||
| General Manager Aeffe Retail | 21% | maximum objective achieved: 83.3% €250,000 (the hypothetical percentage of the compensation projected over the three-year period of the LTI plan is 28%) |
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| intermediate objective achieved: 50% €150,000 (the hypothetical percentage of the compensation projected over the three-year period of the LTI plan is 17%) |
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| minimum objective achieved: 33.3% €100,000 (the hypothetical percentage of the compensation projected over the three-year period of the LTI plan is 11%) |
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| Group CFO | Short-term variable component |
Long-term variable component | ||||
| 0% | maximum objective achieved: 74.6% €150,000 (the hypothetical percentage of the compensation projected over the two-year period of the LTI plan is 37%) |
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| intermediate objective achieved: 49.7% €100,000 (the hypothetical percentage of the compensation projected over the two-year period of the LTI plan is 25%) |
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| minimum objective achieved: 37.3% €75,000 (the hypothetical percentage of the compensation projected over the two-year period of the LTI plan is 19%) |
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| Short-term variable component |
Long-term variable component | |||||
| HR and Organization Manager Aeffe Group |
17.2% | maximum objective achieved: 104.2% €250,000 (the | ||||

| hypothetical percentage of the compensation projected over the three-year period of the LTI plan is 35%) |
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|---|---|---|
| intermediate objective achieved: 62.5% €150,000 (the hypothetical percentage of the compensation projected over the three-year period of the LTI plan is 21%) |
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| minimum objective achieved: 41.7% €100,000 (the hypothetical percentage of the compensation projected over the three-year period of the LTI plan is 14%) |
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| Operations Director - Aeffe |
Short-term variable component (incidence on annual compensation) |
Long-term variable component |
| S.p.A. | 30.5% | maximum objective achieved: 137.4% €250,000 (the hypothetical percentage of the compensation projected over the three-year period of the LTI plan is 46%) |
| intermediate objective achieved: 82.4% €150,000 (the hypothetical percentage of the compensation projected over the three-year period of the LTI plan is 27%) |
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| minimum objective achieved: 54.9% €100,000 (the hypothetical percentage of the compensation projected over the three-year period of the LTI plan is 18%) |
• Observation of market practices and trends enables the Company to attract and retain experienced and suitably motivated professionals, via the definition of competitive levels of remuneration and the guarantee of internal equity and transparency.


the medium- and long-term (medium - long-term MBO) – made the payment of a monetary bonus conditional on the achievement of certain performance objectives that can be measurable and are linked in a significant part to a medium - long-term time horizon, in line with the Company's strategic objectives and intended to promote its sustainable success, also including non-financial parameters linked to the achievement of the above-mentioned ESG values. Payment of the bonus depends on continuation of the relationship between the Company or the Group and the beneficiaries. Regarding the respective roles played within the Group and the breadth of the respective operating mandates and after consulting the compensation committee and the Board of Statutory Auditors, the Board of Directors identified the beneficiaries of the Plan and established the size of the bonus for each of them, taking account of their individual position within the Company, their individual total fixed remuneration and, where applicable, their individual status as a significant shareholder.
The beneficiaries of these plans may be employees or directors of the Company, or other companies within the Aeffe Group, to be identified based on the objectives, principles and criteria indicated in the previous points of the Remuneration Policy.
Exercising the options (or payment of the differential amount) assigned in the option grant plans is subject to the passing of a suitable period of time (vesting period) to be determined in consideration of the objectives defined based on the parameters that express the creation of value for Aeffe and the Group.
The plans may also envisage that part of the shares purchased by the beneficiaries cannot be sold by them for an established period of time (to be determined having regard for the likely duration of the working relationship). Similarly, if the plans envisage cash payments rather than the physical allocation of shares, it is possible to require a portion of such payments be invested in Company shares that must be retained for a certain period (or other mechanisms of share retention).
The assignment of option rights or shares, as well as the recognition of cash differentials, will be correlated in all cases with the following elements: (i) ability of the individual beneficiary to contribute to the growth of the Company; (ii) the professional skills and effective capability of the beneficiary to contribute to the creation of value in the role performed within the organizational structure; (iii) the overall level of remuneration received; and (iv) the need for retention.

No ex-post correction mechanisms are envisaged for the variable component.
In order to provide overall remuneration that is, as far as possible, competitive and aligned with the best practices adopted in each local market, the remuneration package of the Directors and the Executives with Strategic Responsibilities may include non-cash benefits.
The Company may agree special treatment associated with the payment of an indemnity (within set limits) that applies on termination of the mandate or the employment of its Directors or Executives with strategic responsibilities. This may be deemed appropriate in order to attract suitable professional resources, or applied as part of the investment agreements signed in the ordinary course of business. The provision of such indemnities is however subject to the prior assessment and approval of the Board of Directors, on consultation with the compensation committee.
No special treatment is currently envisaged in relation to the payment of termination indemnities to executive and non-executive Directors or Executives with Strategic Responsibilities.
As at the date of this Report and without affecting what is set out in section 4.3.3 above, no incentive plans based on shares, options or other financial instruments are anticipated in favor of the Executive directors, non-executive Directors or Executives with strategic responsibilities.
In light of the specific characteristics of the compensation packages envisaged, in particular, in favor of Directors and Executives with strategic responsibilities, the Board of Directors has decided not to enter into contractual agreements that allow the Company to request the total or partial repayment of variable components of compensation paid, or to withhold amounts deferred, with reference to data that is subsequently found to be manifestly incorrect for other reasons (e.g. clawback/malus clauses).
As at the date of this Report, the Company has not signed agreements that envisage clauses for retaining financial instruments after their acquisition.
The Company has not arranged insurance cover (in particular, forms of supplementary health insurance) for Directors and the Executives with Strategic Responsibilities.
The Company is not in favor of waiving elements of its Remuneration Policy, not even in the presence of exceptional circumstances.

Consequently, no elements of the Remuneration Policy can be waived, not even temporarily, and no procedures for the application of waivers have been established.

In accordance with the recommendations of the Code of corporate governance and as previously indicated in section 5.2 above, the compensation of non-executive directors is not associated with the economic results achieved by the company. The Compensation policy provides for the allocation of an additional fixed amount to non-executive directors and to independent directors who form part of committees formed under the Board, to adequately remunerate the additional activity and commitment provided for the company's benefit. For further information regarding the compensation of directors mandated with particular roles, please refer to section 5.1 above.
The compensation of the members of the Board of Statutory Auditors is determined at the Shareholders' Meeting based on the skills, professionalism and commitment required by the importance of the role, as well as on the scale and sector of the business, and its situation.
On 12th April 2018, the Shareholders' Meeting fixed the compensation of each member of the Board of Statutory Auditors at the minimum level of the tariffs envisaged by Min. Decree 140/2012, as rounded down to the nearest Euro 5,000. The total annual emoluments are therefore Euro 105,000 (one hundred five thousand) and are allocated among the Statutory Auditors in the annual amount of Euro 30,000 (thirty thousand) for each Serving Auditor and Euro 45,000 (forty-five thousand) for the Chair of the Board of Statutory Auditors; in addition, all members of the Board of Statutory Auditors are entitled to reimbursement for the actual expenses incurred in the performance of their mandate.

SECTION II

The First Part of Section II of this Remuneration Report describes each element of the remuneration of the Directors, the Board of Statutory Auditors and the Executives with Strategic Responsibilities of Aeffe, including the treatment envisaged on termination of their mandates or employment relationships. Such remuneration is consistent with the Remuneration Policy adopted by the Company for 2020 and contributes to the corporate strategy, long-term interests and sustainability of the Company, as it allows the attraction, retention and motivation of experienced professional personnel, who have the ability and professionalism required for the optimal management and pursuit of the objectives of the Company and the Aeffe Group.
The governance system and operational models adopted and implemented by the Company have always essentially complied with the recommendations of the Corporate Governance Code, including those on remuneration.
Given that Aeffe is defined as a "smaller company" pursuant to art. 3.1.f) of the Regulations, the information provided about the remuneration of Executives with Strategic Responsibilities is provided in tables on an aggregated basis, specifying the number of persons concerned. This approach is allowed for smaller companies pursuant to Format 7-bis of Attachment 3A to the Issuers' Regulations.
The items comprising remuneration are indicated in detail the Table 1, in Format 7-bis of Attachment 3A of the Issuers' Regulations, indicated as an appendix to the Second Part of this Section II.

Massimo Ferretti, Chairman of Aeffe S.p.A. with executive powers, receives gross annual emoluments for this appointment of 1,263,000 euro from Aeffe S.p.A., plus total remuneration as a director of subsidiary companies of 299,000 euro.
In implementation of the established long-term incentive plan, which specifies the interval between 1st January 2021 and 31st December 2024 as the period available for the achievement of the objectives, the Company envisages - subject to the achievement of the objectives and to the other conditions specified in the Plan - the payment of a fixed incentive (to be paid in a lump sum at the end of the Plan period) that depends on the extent to which the objectives have been met: maximum (incentive of 450,000 euro), intermediate (incentive of 270,000 euro) or minimum (incentive of 200,000 euro).
Massimo Ferretti is entitled to the following benefit: CAR
Alberta Ferretti, Deputy Chairman of Aeffe S.p.A. with executive powers, receives gross annual emoluments for this appointment of 450,000 euro from Aeffe S.p.A., plus total remuneration as a director of subsidiary companies of 110,000 euro.
In implementation of the established long-term incentive plan, which specifies the interval between 1st January 2021 and 31st December 2024 as the period available for the achievement of the objectives, the Company envisages - subject to the achievement of the objectives and to the other conditions specified in the Plan - the payment of a fixed incentive (to be paid in a lump sum at the end of the Plan period) that depends on the extent to which the objectives have been met: maximum (incentive of 450,000 euro), intermediate (incentive of 270,000 euro) or minimum (incentive of 200,000 euro).
Aeffe has also signed a styling consultancy contract with Alberta Ferretti; in this regard, in addition to her emoluments as a director of Aeffe S.p.A., Aeffe pays Alberta Ferretti a total annual amount of 1,000,000.00 euro.
Alberta Ferretti is entitled to the following benefit: CAR
Simone Badioli, Chief Executive Officer of Aeffe S.p.A., receives gross annual emoluments for this appointment of 250,000 euro from Aeffe S.p.A., plus total remuneration as a director of subsidiary companies of 185,000 euro.
Simone Badioli also receives annual incentive remuneration, linked to the achievement of objectives, in addition to his basic remuneration as the Chief Executive Officer of the Company. In particular, Simone Badioli receives 4% of the increase over the year in the absolute value of the normalized Ebitda (considering the costs and revenues relating to core operations, even if not recorded in the approved financial statements, and excluding any extraordinary or non-recurring costs and revenues, even if recorded in the approved financial statements) reported

in the Consolidated Financial Statements of the Aeffe Group, up to a maximum gross bonus of 250,000.00 euro. The Ebitda calculation takes account of all costs relating to the above MBO bonus and all costs relating to the MBO bonuses of other employees and Directors. In addition, in order to be eligible for the bonus, the Group's post-tax results (consolidated net profit/loss for the year) must be greater than or equal to zero. The bonus is paid during the first month following approval of the Consolidated Financial Statements of the Aeffe Group. In the event of his termination as Director during the second semester, prior to year end, a proportional bonus would be paid based on the months of actual service. This payment would also be made in the first month following approval of the Consolidated Financial Statements.
In implementation of the established long-term incentive plan, which specifies the interval between 1st January 2021 and 31st December 2024 as the period available for the achievement of the objectives, the Company envisages - subject to the achievement of the objectives and to the other conditions specified in the Plan - the payment of a fixed incentive (to be paid in a lump sum at the end of the Plan period) that depends on the extent to which the objectives have been met: maximum (incentive of 450,000 euro), intermediate (incentive of 270,000 euro) or minimum (incentive of 200,000 euro).
Simone Badioli is entitled to the following benefit: CAR
Having consulted the compensation committee, the Board of Directors has decided to recognize to Giancarlo Galeone, executive Director of Aeffe S.p.A., gross annual emoluments for this appointment of 124,000 euro with effect from 27th January 2022, plus total gross annual remuneration as a director of subsidiary companies of 30,000 euro.
Giancarlo Galeone also receives annual incentive remuneration, linked to the achievement of objectives, in addition to his basic remuneration as the Executive Officer of the Company. In particular, Giancarlo Galeone receives 3% of the increase over the year in the absolute value of the normalized Ebitda (considering the costs and revenues relating to core operations, even if not recorded in the approved financial statements, and excluding any extraordinary or non-recurring costs and revenues, even if recorded in the approved financial statements) reported in the Consolidated Financial Statements of the Aeffe Group, up to a maximum gross bonus of 50,000.00 euro. Mandatory condition to obtain the incentive will be the achievement of a break-even balance after taxes and with a minimum adjusted Ebitda of Euro 30 million. The Ebitda calculation takes account of all costs relating to the above MBO bonus and all costs relating to the MBO bonuses of other employees and Directors. The bonus is paid during the first month following approval of the Consolidated Financial Statements of the Aeffe Group. In the event of his termination as Director during the second semester, prior to year end, a proportional bonus would be paid based on the months of actual service. This payment would also be made in the first month following approval of the Consolidated Financial Statements.
In implementation of the established long-term incentive plan, which specifies the interval between 1st January 2021 and 31st December 2024 as the period available for the achievement of the objectives, the Company envisages - subject to the achievement of the objectives and to the other conditions specified in the Plan - the payment of a fixed incentive (to be paid in a lump sum at the end of the Plan period) that depends on the extent

to which the objectives have been met: maximum (incentive of 150,000 euro), intermediate (incentive of 100,000 euro) or minimum (incentive of 75,000 euro).
Giancarlo Galeone is not entitled to any benefits.
The non-executive Directors of Aeffe S.p.A. receive the following gross annual emoluments for their appointments:
See the contents of section A. 1.1 above with regard to the Directors with Specific Responsibilities.
The Company established an Executive Committee on 17th December 2021, which comprises Massimo Ferretti, Simone Badioli and Giancarlo Galeone.
Matteo Scarpellini – Group CFO
Stefano Secchi – General Manager of Moschino S.p.A.
Marco Piazzi – General Manager of Pollini S.p.A.
Luca Gori – Strategic Executive, Beach & Underwear
Goffredo Palmerini – General Manager Aeffe Retail S.p.A.
Fausto Bacchini - HR Group Director
Francesco Ferretti – Operations Manager of Aeffe S.p.A.
Pursuant to art. 3.1.f) of the Issuers' Regulations and as allowed by Format 7-bis of Attachment 3A of the Issuers' Regulations, the information about the remuneration of the above Executives with Strategic Responsibilities is provided in tables on an aggregated basis, specifying the number of persons concerned.
In implementation of the established long-term incentive plan, which specifies the interval between 1st January 2021 and 31st December 2024 as the period available for the achievement of the objectives, the Company

envisages - subject to the achievement of the objectives and to the other conditions specified in the Plan - payment to the Executives with Strategic Responsibilities of a fixed incentive (to be paid in a lump sum at the end of the Plan period) that depends on the extent to which the objectives have been met: maximum (incentive of 250,000 euro), intermediate (incentive of 150,000 euro) or minimum (incentive of 100,000 euro). Recognizing that the Group CFO was appointed in July 2022 and acting on a proposal from the Compensation Committee, the Board decided not to modify the Plan objectives, but rather to adjust the amount of the incentive in proportion to his seniority within the Group. The total amount of the incentive (to be paid in a lump sum at the end of the Plan period), depending on achievement of the maximum, intermediate and minimum objectives indicated in the Plan, was therefore determined to be 150,000 euro, Euro 100,000 and Euro 75,000 respectively.
The total annual emoluments of the Board of Statutory Auditors were fixed at the Shareholders' Meeting at Euro 105,000 (one hundred five thousand) and allocated among the Statutory Auditors in the annual amount of Euro 30,000 (thirty thousand) for each Serving Auditor and Euro 45,000 (forty-five thousand) for the Chairman of the Board of Statutory Auditors, plus, for all members of the Board of Statutory Auditors, reimbursement of the actual expenses incurred in the performance of their mandate.
Therefore, the members of the Board of Statutory Auditors of Aeffe S.p.A. receive the following gross annual emoluments for their appointments:
The Serving Auditors are not entitled to any benefits.
Except as indicated in point A 1.1, no indemnities and/or other benefits were paid upon termination of office or for dismissal during 2022.
The Company did not make any exceptions to the Remuneration Policy during 2022.

No ex-post correction mechanisms for the variable component (malus or clawback) were applied during 2022.
There were no significant changes in the remuneration and compensation paid by the Company during the past five years.
The Shareholders' Meeting held on 28th April 2022 voted in favor of Section II of the Remuneration Report for 2021 and no indications from the shareholders were recorded for consideration in relation to this Report.

The Second Part details in the following tables the compensation paid in 2022, in whatever form and for whatever reason, to the Directors, the General Manager and the Executives with Strategic Responsibilities by Aeffe and its subsidiaries and associates.

| (A) | (B) | (C) | (D) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name and Surname |
Position | Period in office |
Expiry of mandate |
Fixed remun eration |
Remun eration for committee work |
Non-equity variable remuneration |
Non-cash benefits |
Other remun eration |
Total | Fair value of equity remun eration |
Termin ation or leaving indemnity |
|
| Bonus and other incentives |
Profit participation |
|||||||||||
| Massimo Ferretti | Chairman | 01/01/2022- 31/12/2022 |
2023* | 1,263,000 | n.a. | n.a. | n.a. | 6,104 | n.a. | n.a. | n.a. | |
| (I) Remuneration from the company preparing the financial statements |
1,263,000 | 1,263,000 | ||||||||||
| (II) Remuneration from subsidiaries and associates | 299,000 | 299,000 | ||||||||||
| (III) Total | 1,562,000 | 6,104 | 1,568,104 |

| (A) | (B) | (C) | (D) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name and Surname |
Position | Period in office |
Expiry of mandate |
Fixed remun eration |
Remun eration for committee work |
Non-equity variable remuneration |
Non-cash benefits |
Other remun eration |
Total | Fair value of equity remun eration |
Termination or leaving indemnity |
|
| Bonus and other incentives |
Profit participation |
|||||||||||
| Alberta Ferretti | Deputy Chairman |
01/01/2022- 31/12/2022 |
2023* | 450,000 | n.a. | n.a. | n.a. | 7,599 | 1,000,000 1 | n.a. | n.a. | |
| (I) Remuneration from the company preparing the financial statements |
1,450,000 | 1,450,000 | ||||||||||
| (II) Remuneration from subsidiaries and associates | 110,000 | 110,000 | ||||||||||
| (III) Total | 1,560,000 | 7,599 | 1,567,599 |
1 This remuneration relates to the styling consultancy contract arranged with the Company

| (A) | (B) | (C) | (D) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name and Surname |
Position | Period in office | Expiry of mandate |
Fixed remun eration |
Remun eration for committee work |
Non-equity variable remuneration |
Non-cash benefits |
Other remun eration |
Total | Fair value of equity remun eration |
Termination or leaving indemnity |
|
| Bonus and other incentives |
Profit participation |
|||||||||||
| Simone Badioli |
Chief Executive Officer |
01/01/2022- 31/12/2022 |
2023* | 250,000 | n.a. | n.a. | 5,198 | n.a. | n.a. | n.a. | ||
| financial statements | (I) Remuneration from the company preparing the | 250,000 | 250,000 | |||||||||
| (II) Remuneration from subsidiaries and associates | 185,000 | 185,000 | ||||||||||
| (III) Total | 435,000 | 5,198 | 440,198 |

| (A) | (B) | (C) | (D) | (1) | (2) | (3) | (5) | (6) | (7) | (8) | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name and Surname |
Position | Period in office |
Expiry of mandate |
Fixed remun eration |
Remun eration for committee work |
Non-equity variable remuneration |
Non-cash benefits |
Other remun eration |
Total | Fair value of equity remun eration |
Termination or leaving indemnity |
|
| Bonus and other incentives |
Profit participation |
|||||||||||
| Giancarlo Galeone |
Executive Director | 01/01/2022- 31/12/2022 |
2023* | 124,000 | n.a. | n.a. | n.a. | n.a. | n.a. | n.a. | n.a. | |
| (I) Remuneration from the company preparing the financial statements |
124,000 | 124,000 | ||||||||||
| (II) Remuneration from subsidiaries and associates | 30,000 | 30,000 | ||||||||||
| (III) Total | 154,000 | 154,000 |

| (A) | (B) | (C) | (D) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name and Surname |
Position | Period in office |
Expiry of mandate |
Fixed remun eration |
Remun eration for committee work |
Non-equity variable remuneration |
Non-cash benefits |
Other remun eration |
Total | Fair value of equity remun eration |
Termination or leaving indemnity |
|
| Bonus and other incentives |
Profit participation |
|||||||||||
| Roberto Lugano |
Non-Executive Director |
01/01/2022- 31/12/2022 |
2023* | 30,000 | 3,000 | n.a. | n.a. | n.a. | n.a. | n.a. | n.a. | |
| financial statements | (I) Remuneration from the company preparing the | 30,000 | 3,000 | 33,000 | ||||||||
| (II) Remuneration from subsidiaries and associates | ||||||||||||
| (III) Total | 30,000 | 3,000 | 33,000 |

| (A) | (B) | (C) | (D) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name and Surname |
Position | Period in office |
Expiry of mandate |
Fixed remun eration |
Remun eration for committee work |
Non-equity variable remuneration |
Non-cash benefits |
Other remun eration |
Total | Fair value of equity remun eration |
Termination or leaving indemnity |
|
| Bonus and other incentives |
Profit participation |
|||||||||||
| Daniela Saitta | Independent Director |
01/01/2022- 31/12/2022 |
2023* | 30,000 | n.a. | n.a. | n.a. | n.a. | n.a. | n.a. | n.a. | |
| (I) Remuneration from the company preparing the financial statements |
30,000 | 30,000 | ||||||||||
| (II) Remuneration from subsidiaries and associates | ||||||||||||
| (III) Total | 30,000 | 30,000 |

| (A) | (B) | (C) | (D) | (1) | (2) | (3) | (5) | (6) | (7) | (8) | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name and Surname |
Position | Period in office | Expiry of mandate |
Fixed remun eration |
Remun eration for committee work |
Non-equity variable remuneration |
Non-cash benefits |
Other remun eration |
Total | Fair value of equity remun eration |
Termination or leaving indemnity |
|
| Bonus and other incentives |
Profit participation |
|||||||||||
| Francesca Pace |
Independent Director |
01/01/2022- 31/12/2022 |
2023* | 24,000 | n.a. | n.a. | n.a. | n.a. | 24,000 | n.a. | n.a. | |
| financial statements | (I) Remuneration from the company preparing the | 24,000 | ||||||||||
| (II) Remuneration from subsidiaries and associates | ||||||||||||
| (III) Total | 24,000 | 24,000 |

| (A) | (B) | (C) | (D) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name and Surname |
Position | Period in office |
Expiry of mandate |
Fixed remun eration |
Remun eration for committee work |
Non-equity variable remuneration |
Non-cash benefits |
Other remu neration |
Total | Fair value of equity remun eration |
Termination or leaving indemnity |
|||
| Bonus and other incentives |
Profit participation |
|||||||||||||
| Bettina Campedelli |
Non-Executive Director |
01/01/2022- 31/12/2022 |
2023* | 30,000 | n.a. | n.a. | n.a. | n.a. | n.a. | 30,000 | n.a. | n.a. | ||
| (I) Remuneration from the company preparing the financial statements |
30,000 | |||||||||||||
| (II) Remuneration from subsidiaries and associates | ||||||||||||||
| (III) Total | 30,000 | 30,000 |

| (A) | (B) | (C) | (D) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name and Surname |
Position | Period in office |
Expiry of mandate |
Fixed remun eration |
Remun eration for committee work |
Non-equity variable remuneration |
Non-cash benefits |
Other remun eration |
Total | Fair value of equity remun eration |
Termination or leaving indemnity |
|||||||||||
| Bonus and other incentives |
Profit participation |
|||||||||||||||||||||
| Marco Francesco Mazzù |
Non-Executive Director |
01/01/2021- 31/12/2021 |
2023* | 30,000 | n.a. | n.a. | n.a. | n.a. | n.a. | 30,000 | n.a. | n.a. | ||||||||||
| (I) Remuneration from the company preparing the financial statements |
30,000 | |||||||||||||||||||||
| (II) Remuneration from subsidiaries and associates | ||||||||||||||||||||||
| (III) Total | 30,000 | 30,000 |

| (A) | (B) | (C) | (D) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name and Surname |
Position | Period in office | Expiry of mandate |
Fixed remun eration |
Remun eration for committe |
Non-equity variable remuneration |
Non-cash benefits |
Other remun eration |
Total | Fair value of equity remun eration |
Termination or leaving indemnity |
|||||||||||
| e work | Bonus and other incentives |
Profit participation |
||||||||||||||||||||
| Michela Zeme |
Non-Executive Director |
01/01/2021- 31/12/2021 |
Resigned on 17/3/2022* |
6,000 | n.a. | n.a. | n.a. | n.a. | n.a. | 30,000 | n.a. | n.a. | ||||||||||
| (I) Remuneration from the company preparing the financial statements |
6,000 | |||||||||||||||||||||
| (II) Remuneration from subsidiaries and associates | ||||||||||||||||||||||
| (III) Total | 6,000 | 6,000 |

| (A) | (B) | (C) | (D) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name and Surname |
Position | Period in office |
Expiry of mandate |
Fixed remun eration |
Remun eration for committee work |
Non-equity variable remuneration |
Non-cash benefits |
Other remun eration |
Total | Fair value of equity remun eration |
Termination or leaving indemnity |
|
| Bonus and other incentives |
Profit participation |
|||||||||||
| 7 Executives with Strategic Responsibilities |
Group CFO, General Manager, Commercial Director, HR Director, Operations Director |
01/01/2022- 31/12/2022 |
n.a. | 1,307,000 | 20,000 | 370,000 | 23,000 | 275,000 | n.a. | |||
| (I) Remuneration from the company preparing the financial statements |
880,000 | 210,000 | 12,000 | 0 | 1,102,000 | |||||||
| (II) Remuneration from subsidiaries and associates | 427,000 | 20,000 | 160,000 | 9,000 | 275,000 | 891,000 | ||||||
| (III) Total | 1,307,000 | 20,000 | 370,000 | 21,000 | 275,000 | 1,993,000 |

| Options held at the start of the year |
Options granted during the year Options exercised during the year |
Options that expired during the year |
Options held at the end of the year |
Options relating to the year |
|||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| A | B | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | (9) | (10) | (11) | (12) | (13) | (14) | (15)=(2)+( 5)+(11)+(1 4) |
(16) |
| Name and Surname |
Position | Plan | No. of options |
Exercise price |
Exercise period (from - to) |
No. of options |
Exercise price |
Avail able exercise period (from to) |
Fair value at grant date |
Grant date |
Market price of under lying shares at grant date |
No. of options |
Exercise price |
Market price of under lying shares at exercise date |
No. of options |
No. of options |
Fair value |

At present, there are no incentive plans based on financial instruments other than stock options (e.g. restricted stock, performance shares, phantom stock etc.) and/or stock options (envisaged for members of the Board of Directors and Executives with Strategic Responsibilities).
With reference to the incentive plans described in part A of this Report and the results for 2022, Director Simone Badioli will not earn any bonuses should the financial statements as of 31st December 2022 be approved at the Shareholders' Meeting.

The following tables, prepared in compliance with Attachment 3B, Format 7-ter of the Issuers' Regulations, show the equity interests during 2022 of the Directors and Executives with Strategic Responsibilities in the Company and its subsidiaries.
| Name and Surname |
Position | Company held | Shares held at the end of the prior year |
No. shares purchased |
No. shares sold |
Shares held at the end of the current year |
|---|---|---|---|---|---|---|
| Massimo Ferretti |
Chairman with executive powers and Member of the Executive Committee |
Aeffe S.p.A. | 63,000 | - | - | 63,000 |
| Alberta Ferretti |
Deputy Chairman with executive powers |
Aeffe S.p.A. | 40,000 | - | - | 40,000 |
| Simone Badioli |
Executive Director and member of the Executive Committee |
Aeffe S.p.A. | 282,942 | - | - | 282,942 |
| Giancarlo Galeone |
Executive Director and member of the Executive Committee |
- | - | - | - | - |
| Roberto Lugano |
Non-executive Director - Member of the control, risks and sustainability committee and the compensation committee |
- | - | - | - | - |
| Daniela Saitta | Independent Director - Member of the control, risks and sustainability committee and Chair of the compensation committee - Lead Independent Director |
- | - | - | - | - |
| Bettina Campedelli |
Independent Director - Chair of the control, risks and sustainability committee |
- | - | - | - | - |

| Francesca Pace |
Independent Director - Member of the compensation |
- | - | - | - | - |
|---|---|---|---|---|---|---|
| committee | ||||||
| Marco | Independent Director | - | - | - | - | - |
| Francesco | ||||||
| Mazzù |

| Name and Surname |
Position | Company held |
Shares held at the end of the prior year |
No. shares purchased |
No. shares sold |
Shares held at the end of the current year |
|---|---|---|---|---|---|---|
| Matteo Scarpellini |
- | - | - | - | - | - |
| Marco Piazzi | General Manager Pollini spa |
- | - | - | - | - |
| Stefano Secchi | General Manager Moschino spa |
- | - | - | - | - |
| Luca Gori | Strategic Executive, Beach & Underwear |
- | - | - | - | - |
| Francesco Ferretti |
Operations Director Aeffe S.p.A. |
- | - | - | - | - |
| Fausto Bacchini |
HR Group Director |
Aeffe S.p.A. | 13,900 | - | - | 13,900 |
| Goffredo Palmerini |
General Manager Aeffe Retail spa |
Aeffe S.p.A. | 2,400 | - | - | 2,400 |
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