Remuneration Information • Apr 11, 2025
Remuneration Information
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Remuneration Policy and Report
2024



in accordance with Article 123-ter of the CFA and 84-quater of the Consob Issuers' Regulation
| Location | Content | Errata Corrige |
|---|---|---|
| Table 1 - pp. 26-27 | Change in compensation paid | Paragraph integration |
Emittente: Aquafil S.p.A. Sito Web: www.aquafil.com Approved by the Board of Directors on March 18, 2025


| 11 | 1. Governance – Compliance – Management Procedures |
|---|---|
| 13 | 2. Remuneration Policy |
| 13 | 2.1 Purposes and principles of the Remuneration Policy |
| 13 | 2.2 Changes to the Remuneration Policy |
| 14 | 2.3 Description of the Remuneration Policy |
| 17 | 2.4 Short-term variable component |
| 18 | 2.5 Long-term variable component |
| 20 | 2.6 Policy relating to treatments established in the event of termination of office or employment |
| 20 | 2.7 Indication of any other companies' remuneration policies that may have been used as benchmarks, |
| and criteria for selection of such companies | |
| 21 | 2.8 Waiver procedure |
| 23 | Part 1 |
|---|---|
| 23 | 1. Implementation of the 2024 remuneration policy |
| 23 | 1.1 Fixed remuneration |
| 23 | 1.2 Short-term variable component |
| 24 | 1.3 Indemnity on termination of office/employment and Non-Competition Agreements |
| 24 | 1.4 Application of ex post correction mechanisms |
| 24 | 1.5 Waivers applied to the Remuneration Policy in 2024 |
| 25 | Part 2 |
Letter of the Chairperson of the Appointments and Remuneration Committee

as Chairperson of the Appointments and Remuneration Committee and together with my colleagues Patrizia Riva and Ilaria Maria Dalla Riva, I am pleased to submit for your attention Aquafil's Remuneration Policy and Report.
2024 saw Aquafil continue on the path of continuous improvement that it began in FY 2022 with respect to the Group's Remuneration Policy. Our objective is to unceasingly enhance the management practices designed to attract, motivate and retain the human capital that is essential in guaranteeing the Group's sustainable success.
As such, the short- and long-term ESG-based incentive systems were maintained once again in the Remuneration Policy proposed for 2025.
As in the past, the current Policy for 2025 - set out in Section I of this Report - aligns perfectly with market best practices. It also respects the Chairperson of the Corporate Governance Committee's recommendations on remuneration, set out in the letter published on December 17, 2024. The weighting of the variable component is clearly described for both long- and short-term plans, there is appropriate balance between the fixed and variable components, and variable compensation is explicitly linked to ESG targets.

Roberto Siagri Chairperson of the Appointments and Remuneration Committee
Information on remuneration paid in FY 2024 - set out in Section II of the Report - comprises all the relevant details and figures.
The Remuneration Policy and Report 2024 was approved by the Board of Directors on March 18, 2025 and is submitted to the Shareholders' Meeting in accordance with Article 123-ter of the CFA.
Together with my colleagues - to whom I express my heartfelt thanks for providing their expertise and professionalism to the Committee - I hope that the continued improvement in the content of our Policy and the quality of the disclosure in the Report will bear witness to the Committee's commitment, and hope, too, that it will meet with the broadest support at the Shareholders' Meeting.


| Remuneration component | Purpose | Award conditions | Amounts/Values % | |||||
|---|---|---|---|---|---|---|---|---|
| Fixed remuneration | Takes account of the extent and strategic importance of the role, its distinctive characteristics and the strategic skills held |
Salary level based on positioning in relation to market benchmark analysis |
The fixed remuneration of the Chief Executive Officer (CEO) is Euro 1,250,000 |
|||||
| Short-Term Variable Compensation (STI) |
Designed to encourage management to work towards the achievement of annual targets that maximise the Aquafil Group's value, in line with shareholders' interests |
KPI: • EBITDA (weighting 50%) • NFP/EBITDA (weighting 25%) • ESG (weighting 25%) Threshold: compliance with financial covenants Cap: there is a cap on the payout equal to 125% of the target incentive Clawback clause |
CEO: • Target: 22% of Fixed Remuneration Executive Directors: • Target: 50% of Fixed Remuneration SEs: • Target: ranging between 40% and 50% of Fixed Remuneration |
|||||
| Long-Term Variable Compensation 2023-2027 LTI Plan |
Encourages alignment between shareholder interests and sustainability of value creation in the medium to long term |
Instrument: monetary Frequency of allocation: annual (rolling plan) Performance period: three years KPI: • TSR (weighting 30%) • ESG (weighting 25%) • EBITDA (weighting 25%) • NFP/EBITDA (weighting 20%) Deferment 50% of the bonus for a period of one year Cap: there is a cap on the payout equal to 125% of the target incentive Clawback clause |
CEO: • Target: 22% of Fixed Remuneration Executive Directors: • Target: 50% of Fixed Remuneration SEs: • If participating in the plan, target: 50% of Fixed Remuneration |
|||||
| Combines compensation packages Benefits for improved alignment with market standards |
Provision of goods and/or services in line with market practice and applicable regulations |
Company car - insurance policies at least equal to those guaranteed to Company executives by the National Collective Bargaining Agreements for Industrial Executives |
||||||
| 2025 | 2026 | 2027 | 2028 | 2029 | ||||
| Timeframe for remuneration components |
Fixed remuneration Benefits STI System LTI System |
|||||||
| Paymix | 15% 15% 70% CEO "target" pay mix |
25% 25% 50% Directors "target" pay mix |
LTI STI |
Fixed remuneration |

This Report was prepared by Aquafil in accordance with Article 123-ter of the CFA, Article 84-quater of the Issuers' Regulation, in addition to, on the basis of self-regulation, the Corporate Governance Code, which Aquafil complies with.
Furthermore, Legislative Decree No. 49 of 2019 introduced and implemented into Italian law the principles and provisions included in the Shareholder Rights Directive II, approved in 2017. Certain amendments were introduced to Article 123-ter of the CFA through this decree, among which, the binding vote of the Shareholders' Meeting on the first section of the report relating to the remuneration policy, and the non-binding vote on the second section of the report concerning compensation paid.
In preparing this report, account was taken of the indications expressed on the subject of remuneration policy by Consob, most recently with Resolution No. 21623 of December 10, 2020, which amended the Issuers' Regulation in implementation of the CFA. In addition, the principles expressed in Article 5 of the Corporate Governance Code for Listed Companies 2020 edition ("2020 Code") (with the specifications indicated below), in addition to the recommendations suggested by the Corporate Governance Committee, were adopted as general reference guidelines on remuneration policies.
The annual remuneration report provides information aimed at increasing the knowledge and awareness of shareholders, investors and the market in general, as well as Consob, on the remuneration policies adopted by the Company, and on the amounts and composition of the remuneration paid to the beneficiaries.
Pursuant to Article 123-ter of the CFA, the Report comprises two sections.
Section I describes:
Section II of the Report provides, with reference to FY 2024:

The Remuneration Policy was prepared by the Company and approved by the Board of Directors on March 18, 2025, upon the recommendation of the Appointments and Remuneration Committee and after consultation with the Board of Statutory Auditors.
This Report is sent to Borsa Italiana and is made available to the public at Aquafil's registered office (Via Linfano 9, Arco) and on the Company's website www.aquafil.com, in the Corporate Governance section, at least twenty-one days before the Shareholders' Meeting called to approve the annual financial statements at December 31, 2024.
This Report is structured according to the guidelines set out in Article 84-quater of the Issuers' Regulation and in compliance with Annex 3, Schedule 7-bis and Schedule 7-ter referred to therein.
A relative table, as per Article 84-quater, paragraph 4 of the Issuers' Regulation, presents holdings in the Company or its subsidiaries by these parties (and by parties related to them).


The Remuneration Policy defines the principles and guidelines adopted by Aquafil for the remuneration of the members of the Board of Directors and Senior Executives.
The Company highlights that the remuneration policy in this Section I is proposed for the year 2025 only.
The principal parties and bodies involved in the preparation and approval of the Remuneration Policy are the Shareholders' Meeting, the Board of Directors, the Appointments and Remuneration Committee and the Board of Statutory Auditors.
The Board of Directors and the Appointments and Remuneration Committee are also responsible for the correct implementation of the Remuneration Policy and oversee its correct implementation.
A brief description of the duties, which in accordance with the applicable regulation and the By-Laws are required of these Boards with regards to the remuneration of the Directors, is provided below.
The Shareholders' Meeting:
The Board of Directors:
The Appointments and Remuneration Committee is an advisory and proposing body that - in its capacity as remuneration committee - has the task of assisting the Board of Directors through investigative functions in the assessments and decisions concerning the remuneration policy of Directors and Senior Executives. Specifically:

The Appointments and Remuneration Committee is composed of three Non-Executive, Independent Directors. Directors Patrizia Riva and Ilaria Maria Dalla Riva were appointed by Board of Directors resolution on April 27, 2023. In FY 2024, following the resignation of the Director Mr. Francesco Profumo, Mr. Roberto Siagri was co-opted to the Board of Directors (for further information, refer to the Corporate Governance and Ownership Structure Report 2024, approved on March 18, 2025). Following his co-option, Mr. Siagri was also appointed, for the purposes relevant herein, Chairperson of the Appointments and Remuneration Committee.
This committee currently comprises:
Upon appointment and, most recently, on March 18, 2025, the Board of Directors positively assessed that all members of the Committee met the requirements of adequate knowledge and expertise in financial matters and, in particular, that the Chairperson met the requirement of experience in remuneration policies.
The composition, duties and operating procedures of the Appointments and Remuneration Committee are governed by the Corporate Governance Code and specific regulations, approved by the Board of Directors and most recently updated on February 15, 2024.
Meetings of the Appointments and Remuneration Committee are attended by the Chairperson of the Board of Statutory Auditors and/ or the Statutory Auditors and, on invitation, by representatives of company departments and independent experts and/or other parties, whose participation is considered beneficial for the discussion of the matters at issue.
Where considered necessary or beneficial for the execution of its duties, the Appointments and Remuneration Committee may utilise external remuneration policy consultants. In 2024, the Appointments and Remuneration Committee met five times, in addition to three meetings in the first quarter of 2025. The attendance of Committee members is reported in the Corporate Governance and Ownership Structure Report, available on the company website www.aquafil.com.
Appointments and Remuneration Committee meetings were always attended by the Chairperson of the Board of Statutory Auditors and all Statutory Auditors (with the exception of one Committee meeting, when one Statutory Auditor was absent with justification). Executive Directors and/or Senior Executives did not participate in Committee discussions that concerned decisions relating to their compensation or that placed them in situations of conflict of interest.


The Board of Statutory Auditors expresses an opinion upon the remuneration proposals of the Executive Directors, in accordance with Article 2389, paragraph 3 of the Civil Code, verifying the consistency of such with the Remuneration Policy adopted by the Company.
The independent audit firm of Aquafil verifies that the Directors have prepared the second section of the Report, as required by Article 123-ter, paragraph 8-bis of the CFA.
Aquafil's Remuneration Policy is based on the following key principles and is defined according to the following criteria:
In line with the above principles, the Company shall present this document for the approval of the Shareholders' Meeting of April 28, 2025.
Compared to the Remuneration Policy approved for FY 2024 by the Shareholders' Meeting of April 23, 2024, this Remuneration Policy introduces a variation as regards long-term remuneration, changing the ESG Risk Rating for the cycles 2023-2025, 2024-2026 and 2025- 2027. This is because, as of FY 2025, Sustainalytics no longer conducts ESG Risk Rating on a voluntary basis. As such, this performance target was replaced by the Ecovadis ESG Risk Rating.
As regards the short-term incentive system (STI), the weighting of performance targets has been changed from the Remuneration Policy approved for FY 2023. Specifically, the weighting of the "EBITDA" target has been reduced to 50%, while the "NFP/EBITDA" target weighting has been increased to 25%. The previous weighting percentages were 55% for the "EBITDA" target and 20% for the "NFP/ EBITDA" target.
Finally, in the interests of motivating Top Management and Senior Directors, an extraordinary one-off fixed amount has been provided with this Report for FY 2025. The Board of Directors resolved to include this extraordinary amount of fixed remuneration in this remuneration policy at its meeting on March 18, 2025, upon the proposal of the Appointments and Remuneration Committee and after consultation with the Board of Statutory Auditors. The total amount of this bonus is Euro 360,000.00, and may be paid to the CEO and Executive Directors - subject to the opinion of the Appointments and Remuneration Committee and the Board of Statutory Auditors - and, according to internal allocation percentages to be determined by the CEO himself, to Senior Executives. The disbursement conditions are those provided under the STI Regulation. The amount will be disbursed in FY 2025.

The Remuneration Policy provides that the fixed and variable components are established on the basis of principles and processes according to the beneficiary category.
In this regard, on March 18, 2025, the Board of Directors of the Company, on the proposal of the Appointments and Remuneration Committee, identified - in light of the positions and respective roles held within the Group - the Senior Executives for the purposes of the remuneration policy.
The Company in any case considered it appropriate to create a remuneration system based on the Executive/managerial responsibilities of the parties concerned and therefore independently set the criteria for determining the remuneration of: Directors, Executive Directors, Board of Statutory Auditors, and Senior Executives.
All Directors receive a fixed remuneration which appropriately compensates the work and commitment they provide to the Company.
The Shareholders' Meeting held on April 27, 2023, with regard to the definition of the remuneration due to the Directors, resolved to set the Board of Directors' remuneration at a total of Euro 440,000 per year, to be distributed among its members in compliance with the resolutions to be taken by the Board of Directors, subject to any further remuneration due to the Directors holding specific offices to be established by the Board of Directors pursuant to Article 2389, paragraph 3, of the Civil Code.
In fulfilment of the foregoing and as a breakdown of the total remuneration awarded by the Shareholders' Meeting, the Board of Directors meeting held on April 27, 2023 for the mandate 2023-2025, determined the following remuneration:
| REMUNERATION OF DIRECTORS - 2023-2025 Mandate | |||||
|---|---|---|---|---|---|
| Member of the BoD | € 40,000 | Appointments and Remuneration Committee: |
Control, Risks and Sustainability Committee: |
||
| Chairperson | € 15,000 | Chairperson | € 15,000 | ||
| Member | € 10,000 | Member | € 10,000 |
For details regarding compensation paid please see Table 1.
Non-Executive Directors (whether or not Independent Directors) are paid a fixed annual fee for the office outlined above, which is determined on an individual basis by the Board of Directors in view of the total amount determined by the Shareholders' Meeting, pursuant to Article 2389 of the Civil Code.
On May 11, 2023, after consultation with the Appointments and Remuneration Committee and with the Board of Statutory Auditors, the Board of Directors resolved to award the Chairperson of the Board of Directors, Ms. Chiara Mio the sum of Euro 100,000 (one hundred thousand) per fiscal year, in consideration of this particular office pursuant to Article 2389, paragraph 3 of the Civil Code.
The remuneration of these Directors is not based on any financial results or specific objectives of the Company and is commensurate with the commitment required, also in relation to participation on internal Board committees, for which specific remuneration is allocated.

The remuneration of Executive Directors is adequately balanced in order to ensure consistency between short-term development objectives, while taking into account the values of sustainability that drive operations, aimed at creating value for shareholders in the long term.
| FIXED REMUNERATION | VARIABLE REMUNERATION | FRINGE BENEFITS | |||
|---|---|---|---|---|---|
| Fixed compensation | € 1,250,000 | STI (target bonus) LTI (target bonus) |
€ 275,000 € 275,000 |
Company car and insurance policy for medical expenses, death, permanent |
|
| Total variable (target) | € 550,000 | disability and injury at least equal to the policies guaranteed by National |
|||
| Total | € 1,800,000 | Collective Bargaining Agreements for company directors. |
|||
| Fixed remuneration STI LTI 15% 15% |
70% |
Specifically, the Chief Executive Officer (CEO)'s remuneration structure is made up of:
For the description of the short-term variable component reference should be made to Paragraph 2.4.
• a long-term variable component: the Chief Executive Officer was included among the beneficiaries of the Company's long-term monetary incentive plan (2023-2027 LTI Plan). This component is designed to incentivise management to work toward achieving medium- to long-term goals. The target bonus is determined as a percentage of fixed remuneration and is set at 22%. The maximum bonus is 125% of the target bonus.
The long-term variable component has been changed for the 2023-2025, 2024-2026, and 2025-2027 cycles as Sustainalytics no longer conducts ESG Risk Rating on a voluntary basis. As such, this performance target was replaced by the Ecovadis ESG Risk Rating. For the description of the long-term variable component and of the changes made, reference should be made to Paragraph 2.5.
Overall in 2025, as was the case in 2024, the weighting for variable remuneration has been increased in order to align the interests of the Chief Executive Officer with those of all shareholders, strengthening the link with the Pay for Performance principle.
• fringe benefits: fringe benefits concern the supply of goods and/or services assigned in accordance with market practice and as per applicable legislation. In particular, Aquafil's Chief Executive Officer is the beneficiary of a company car and of insurance policies for the reimbursement of medical expenses, death, permanent disability and accident at least of the same level as those guaranteed to the Company's Executives under the National Collective Bargaining Agreements for Industrial Executives policy.

The remuneration of the other Executive Directors comprises:
For the description of the short-term variable component reference should be made to Paragraph 2.4.
• a long-term variable component: the other Executive Directors were included among the beneficiaries of the Company's longterm monetary incentive plan (2023-2027 LTI Plan). This component is designed to incentivise management to work toward achieving medium- to long-term goals. The target bonus is determined as a percentage of fixed remuneration and is set at 50%. The maximum bonus is 125% of the target bonus.
The long-term variable component has been changed in this Report for the 2023-2025, 2024-2026, and 2025-2027 cycles as Sustainalytics no longer conducts ESG Risk Rating on a voluntary basis. As such, this performance target was replaced by the Ecovadis ESG Risk Rating.
For the description of the long-term variable component and of the changes made, reference should be made to Paragraph 2.5.
• fringe benefits: fringe benefits concern the supply of goods and/or services assigned in accordance with market practice and as per applicable legislation. In particular, Executive Directors do not benefit from fringe benefits for that role, but rather as Senior Executives of the Company, with the provision of a company car and insurance policies for the reimbursement of medical expenses, death, permanent invalidity and accident at least of the same level as those guaranteed to the Company's Executives under the National Collective Bargaining Agreements for Industrial Executives policy.
All the members of the Board of Statutory Auditors receive a fixed fee which appropriately compensates the work and commitment provided by the Statutory Auditors to the Company, and commensurate with the commitment required, the importance of the role covered as well as the size and sector of the Company.
As regards the definition of the remuneration due to the Board of Statutory Auditors, the Shareholders' Meeting of April 23, 2024, resolved to grant the Board - which will remain in office until the approval of the Annual Accounts for the year ending December 31, 2026 - a total remuneration of Euro 140,000.00 (one hundred and forty thousand), of which Euro 60,000.00 (sixty thousand) for the Chairperson of the Board of Statutory Auditors and Euro 40,000.00 (forty thousand) for each of the two Statutory Auditors.
The remuneration of Senior Executives is structured so as to focus management on company results and the creation of value.
The remuneration of Senior Executives is composed of:
• a fixed component: this component takes into account the breadth and strategic relevance of the role played and the distinctive subjective characteristics and strategic skills of the beneficiary, in addition to market practice for comparable positions. The amount is sufficient to remunerate the service also in the case of the non-reaching of the performance targets upon which the variable remuneration component is based.
The fixed component of remuneration is supplemented, for FY 2025 only, by an extraordinary bonus determined by the Board of Directors on March 18, 2025.
• a short-term variable component: encourages management to work towards the achievement of annual targets that maximise the Aquafil Group's value, in line with shareholders' interests. The weighting of the short-term variable component ranges between 40% and 50% of fixed remuneration, depending on the strategic importance of the role. The maximum bonus is 125% of the target bonus. The entry threshold includes compliance with financial covenants. For the description of the short-term variable component reference should be made to Paragraph 2.4.

• a long-term variable component: for details regarding the 2023-2027 LTI Plan, please see paragraph 2.5. For those participating, the target bonus is determined as a percentage of fixed remuneration and is set at 50%. The maximum bonus is 125% of the target bonus.
The long-term variable component has been changed for the 2023-2025, 2024-2026, and 2025-2027 cycles as Sustainalytics no longer conducts ESG Risk Rating on a voluntary basis. As such, this performance target was replaced by the Ecovadis ESG Risk Rating. For the description of the long-term variable component and of the changes made, reference should be made to Paragraph 2.5.
• fringe benefits: fringe benefits concern the supply of goods and/or services assigned in accordance with market practice and as per applicable legislation.
The purpose of the short-term variable component is to encourage management to work towards the achievement of annual targets that maximise the Aquafil Group's value, in line with shareholders' interests.
The Board of Directors has identified as beneficiaries of the short-term variable component the Chief Executive Officer, the other Executive Directors, the Senior Executives and other figures with strategic importance for the Group.
The system provides for the assignment of performance targets that are structured as a percentage of the target incentive amount assigned:
| Objectives | Weighting |
|---|---|
| EBITDA | 50% |
| NFP/EBITDA | 25% |
| ESG target | 25% |
| Total | 100% |
As for the parameter "ESG targets," reference is made to two sustainability targets (weighting 12.5% each), whose indicators are the same for all beneficiaries of the STI system and which ensure a direct link between the short-term incentive system and the Company's sustainability strategy. Sustainability goals refer to two strategic areas for the Group: proportion of Econyl®-branded product revenues to fibre revenues; and collection of post-consumer waste to create new recycled materials.
For EBITDA and ESG targets, a minimum, target and maximum achievement level are defined:

EBITDA (% vs. target) BONUS (% vs. target) 80% 90% 100% 110% 120% 150% 125% 100% 75% 50% 25% 0%
The STI incentive strategy for the EBITDA performance target is set out below:
For the ratio of NFP to EBITDA, the threshold level is the same as the target level. For this parameter, Aquafil does not consider it permissible to reward a result below the targets set out in the Budget:
The bonus will be paid in full following approval of the consolidated financial statements for the year to which the short-term variable component relates.
The short-term variable component may never exceed a cap equal to 125% of the target bonus.
The annual incentive plan includes a clawback clause which permits the recovery in the 5 years subsequent to issue of amounts issued on the basis of manifestly erroneous or false data. There are also mechanisms in place to deal with good/bad leavers.
Considering the prior opinion of the Appointments and Remuneration Committee and that of the Board of Statutory Auditors, the Board of Directors has approved the introduction of a long-term incentive system (2023-2027 LTI Plan).
In terms of targets, Aquafil's LTI Plan seeks to create maximum alignment between the interests of the beneficiaries and the pursuit of the overriding objective of sustainable value creation for shareholders in the medium/long term.
The 2023-2027 LTI Plan is a rolling monetary plan based around three cycles, each lasting three years (first cycle 2023-2025, second cycle 2024-2026, third cycle 2025-2027). For beneficiaries, after the three-year vesting there is an additional one-year deferral period relating to 50% of the accrued bonus.


The Board of Directors has identified as beneficiaries of the long-term variable component the Chief Executive Officer, the other Executive Directors, and other figures with strategic importance for the Group.
The system provides for the assignment of performance targets that are structured as a percentage of the target incentive amount assigned:
| Targets | Weighting |
|---|---|
| Absolute TSR | 30% |
| ESG Risk Rating | 25% |
| Cumulative 3-year EBITDA | 25% |
| NFP/EBITDA | 20% |
| Total | 100% |
As regards the Total Shareholder Return (TSR) parameter, the bonus accrues on the basis of the performance of Aquafil's TSR at the end of the vesting period relative to a predefined scale of values between minimum, target, and maximum:
The ESG Sustainability Risk Rating target currently contained in the LTI Plan refers to Aquafil's ranking on the risk rating scale in the ESG arena according to Sustainalytics. The target considers the degree of improvement achieved in the rating.
Since, as of FY 2025, it will no longer be possible to obtain a rating through Sustainalytics, this Report proposes a change to this performance target for the 2023-2025, 2024-2026, and 2025-2027 cycles, replacing it with the ESG Rating assessment provided by Ecovadis.
The bonus will accrue on the basis of the performance of Aquafil's ESG Risk Rating as expressed by Ecovadis at the end of the vesting period, relative to a predefined scale of values between minimum, target, and maximum:


The LTI incentive strategy for the cumulative three-year EBITDA performance target is set out below:
For the target NFP to EBITDA ratio, as in the short-term system, the incentive strategy provides that the threshold level should be equal to the target level, as it does not consider it permissible to reward a result below the targets defined under the three-year plan:
The long-term variable component may never exceed a cap equal to 125% of the target bonus.
The long-term incentive plan includes a clawback clause which permits, for five years following the issue of the bonus, the recovery of amounts issued on the basis of manifestly erroneous or false data. This clause applies to bonuses paid to Executive Directors and Senior Executives included in the cycles of the incentive system beginning with bonuses earned during 2023. There are also mechanisms in place to deal with good/bad leavers.
The Company has not adopted a policy relating to treatments established in the event of termination of office or employment.
Except as indicated in the reference to market practices on remuneration policy, this Remuneration Policy has not been defined using the remuneration policies of specific companies as a benchmark.

As provided for in Article 123-ter, paragraph 3-bis of the CFA, and Article 84-quater of the Issuers' Regulation, in exceptional cases, the Board of Directors may deem it necessary to temporarily waive elements of this Policy in order to pursue long-term interests, to ensure the sustainability of the company as a whole, or to ensure its ability to stay in the market. These exceptional circumstances refer to certain situations that can be traced back to the following: attraction and retention of strategic figures and recognition for individual or collective results that are particularly significant and positive for the Company.
In the event that the prerequisites are met, the temporary waiver of the 2025 Policy must be approved by the Board of Directors, upon the proposal of the Appointments and Remuneration Committee, having consulted the Board of Statutory Auditors, in compliance with current laws and regulations.
The elements that the Company may decide to waive under the above exceptional and temporary circumstances relate to the variable components of remuneration.


The remuneration policy that the Company implemented in 2024 for Directors and Senior Executives in particular was consistent and in accordance with the 2024 Remuneration Policy approved by the Board of Directors on March 14, 2024 and in relation to which the Shareholders' Meeting held on April 23, 2024 passed a favourable resolution (with votes in favour totalling 96.202% of the voting rights at the Shareholders' Meeting).
In implementing the Remuneration Policy 2024, the Appointments and Remuneration Committee took into account the vote and opinions expressed by shareholders at the Shareholders' Meeting on April 23, 2024 on Section II of the Remuneration Policy and Report, which received favourable votes representing 99.584% of the voting rights present at the Shareholders' Meeting.
Table 1 provides details of remuneration paid in 2024 to individuals who held the positions of members of the governing and supervisory bodies and Senior Executives as a whole.
As regards the 2024 STI bonus, on March 18, 2025, upon the proposal of the Appointments and Remuneration Committee and after having consulted the Board of Statutory Auditors, the Board of Directors determined that the access condition linked to financial covenants had not been met and therefore that there was no right to receive the short-term variable component for FY 2024.
The deferred portion relating to the 2022 Incentive Plan and the deferred portion relating to the 2023 Incentive Plan were issued during the year, as shown in Table 3B below.
As regards the variable component, the methods of issue are consistent with those described above. Please refer to Tables 1 and 3B below for more details.

At the date of this Report, there are no agreements in place between the Company and the members of the Board of Directors that provide for the payment of compensation in the event of termination of office.
Following the termination of the employment relationship of the SE (for the purposes of the Remuneration Policy) Mr. Mark Kruger on March 11, 2024, Euro 177,524 was paid as severance pay. For further information see table 1.
We note the absence during the year of the prerequisites for the application of ex post restitution mechanisms regarding the variable component (the clawback clause) under the 2024 incentive plan.
We note that there were no instances of waivers from the 2024 Policy for Directors, Senior Executives or members of the Board of Statutory Auditors.
The breakdown below gives information comparing the annual change, for the last four years: (i) in the Company's results, (ii) in the remuneration of each of the individuals for whom the information in this section of the Report is provided by name, and (iii) in the average remuneration of Aquafil's employees.
| 2020 vs. 2021 | 2021 vs. 2022 | 2022 vs. 2023 | 2023 vs. 2024 | ||
|---|---|---|---|---|---|
| Name | Role | 23.5% | 28.0% | (48.5%) | 31.4% |
| Giulio Bonazzi | Chief Executive Officer | 27.4% | 14.8% | (35.1%) | (2.5%) |
| Chiara Mio | Chairperson and Risk/Sus. Com. Member (Chairperson from 27.04.2023) |
n,a, | 41.9% | ||
| Stefano Giovanni Loro | Executive Director | 100.0% | 14.5% | (35.7%) | 0.0% |
| Franco Rossi | Executive Director | 76.5% | 18.9% | (37.1%) | 0.7% |
| Francesco Profumo | Director and Chairperson App./Rem. Com. and Risk/Sus. Com. Member (until al 31.05.2024) |
0.0% | 0.0% | 0.0% | (58.3%) |
| Roberto Siagri | Director and Chairperson App./Rem. Com. and Risk/Sus. Com. Member from 1.06.2024 |
n,a, | |||
| Ilaria Maria dalla Riva | Director and App./Rem. Com. Member | 86.7% | 0.0% | (16.7%) | 0.0% |
| Patrizia Riva | Director and Chairperson Risk./Sus. Com. and App./Rem. Com. Member (member from 27.04.2023) |
n,a, | n,a, | ||
| Silvana Bonazzi | Director | 0.0% | 0.0% | 0.0% | 0.0% |
| Francesco Bonazzi | Director (from 27.04.2023) | n,a, | 46.6% | ||
| Stefano Poggi Longostrevi | Chairperson of the Board of Statutory Auditors | 20.0% | 0.0% | 0.0% | 0.0% |
| Bettina Solimando | Statutory Auditor | 14.3% | 0.0% | 0.0% | 0.0% |
| Beatrice Bompieri | Statutory Auditor | 100.0% | 0.0% | 0.0% | 0.0% |
| Remunerazione media dipendenti | 4.7% | (3.3%) | (28.0%) | 2.0% |
The calculation of remuneration considers fixed remuneration and the short-term variable component paid out for the year.

The table below reports:

Benefits on conclusion of office
| Name | Office | Period of office | Concl. of office |
|---|---|---|---|
| Giulio Bonazzi | Chief Executive Officer | 01.01.2024-31.12.2024 | 2024 Accounts |
| Remuneration from Company preparing the accounts | |||
| Remuneration from subsidiaries and associates | |||
| Total | |||
| Chiara Mio | Chairperson of the Board of Directors | 01.01.2024-31.12.2024 | 2024 Accounts |
| Remuneration from Company preparing the accounts | |||
| Remuneration from subsidiaries and associates | |||
| Total | |||
| Franco Rossi | Executive Director | 01.01.2024-31.12.2024 | 2024 Accounts |
| Remuneration from Company preparing the accounts | |||
| Remuneration from subsidiaries and associates | |||
| Total | |||
| Roberto Siagri | Director Chairperson, Appointments and Remuneration Committee Member, Control, Risks and Sustainability Committee |
01.06.2024-31.12.2024 | 2024 Accounts |
| Remuneration from Company preparing the accounts | |||
| Remuneration from subsidiaries and associates | |||
| Total | |||
| Ilaria Maria dalla Riva | Director Chairperson, Appointments and Remuneration Committee Member, Control, Risks and Sustainability Committee |
01.01.2024-31.12.2024 | 2024 Accounts |
| Remuneration from Company preparing the accounts | |||
| Remuneration from subsidiaries and associates | |||
| Total | |||
| Patrizia Riva | Director Chairperson, Appointments and Remuneration Committee Member, Control, Risks and Sustainability Committee |
01.01.2024-31.12.2024 | 2024 Accounts |
| Remuneration from Company preparing the accounts | |||
| Remuneration from subsidiaries and associates | |||
| Total | |||
| Silvana Bonazzi | Director | 01.01.2024-31.12.2024 | 2024 Accounts |
| Remuneration from Company preparing the accounts | |||
| Remuneration from subsidiaries and associates | |||
| Total | |||
| Stefano Giovanni Loro | Executive Director | 01.01.2024-31.12.2024 | 2024 Accounts |
| Remuneration from Company preparing the accounts | |||
| Remuneration from subsidiaries and associates | |||
| Total | |||
| Francesco Bonazzi | Executive Director | 01.01.2024-31.12.2024 | 2024 Accounts |
| Remuneration from Company preparing the accounts | |||
| Remuneration from subsidiaries and associates | |||
| Total | |||
| Total remuneration of Directors | |||
| in office at December 31, 2024 |

| Total Benefits on conclusion of office |
Other remuneration |
remuneration | Non-monetary benefits |
Profit sharing | Variable remuneration Bonuses and other incentives |
Committee remuneration |
Fixed remuneration |
|---|---|---|---|---|---|---|---|
| 1,110,000 | 1,110,000 (1) | ||||||
| 143,000 | 143,000 (2) | ||||||
| 1,253,000 | 1,253,000 | ||||||
| 150,000 | 10,000 (4) | 140,000 (3) | |||||
| 150,000 | 10,000 | 140,000 | |||||
| 40,000 | 40,000 (5) | ||||||
| 351,945 | 10,574 | 341,371 (6) | |||||
| 391,945 | 10,574 | 381,371 | |||||
| 37,917 | 14,583 (8) | 23,333 (7) | |||||
| 37,917 | 14,583 | 23,333 | |||||
| 50,000 | 10,000 (9) | 40,000 (5) | |||||
| 50,000 | 10,000 | 40,000 | |||||
| 65,000 | 25,000 (10) | 40,000 (5) | |||||
| 65,000 | 25,000 | 40,000 | |||||
| 40,000 | 40,000 (5) | ||||||
| 40,000 | 40,000 | ||||||
| 390,990 | 9,124 | 381,866 (11) | |||||
| 50,000 | 50,000 (12) | ||||||
| 440,990 | 9,124 | 431,866 | |||||
| 40,000 | 40,000 (5) | ||||||
| 40,000 | 40,000 | ||||||
| 2,468,852 | 19,698 | 59,583 | 2,389,571 | ||||
TABLE 1 – REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS, GENERAL MANAGERS AND SENIOR
EXECUTIVES
Total remuneration of Directors in office at December 31, 2024

| Name | Office | Period of office | Concl. of office |
|---|---|---|---|
| Directors leaving office in 2024 Francesco Profumo |
Director | 01.01.2024-31.05.2024 | 2024 Accounts |
| Chairperson, Appointments and Remuneration Committee | |||
| Member, Control, Risks and Sustainability Committee | |||
| Remuneration from Company preparing the accounts | |||
| Remuneration from subsidiaries and associates | |||
| Total | |||
| Total remuneration for Directors | |||
| leaving office in 2024 | |||
| Total Directors' remuneration | |||
| Stefano Poggi Longostrevi | Chairperson of the Board of Statutory Auditors | 01.01.2024-31.12.2024 | 2024 Accounts |
| Remuneration from Company preparing the accounts | |||
| Remuneration from subsidiaries and associates | |||
| Total | |||
| Bettina Solimando | Statutory Auditor | 01.01.2024-31.12.2024 | 2024 Accounts |
| Remuneration from Company preparing the accounts | |||
| Remuneration from subsidiaries and associates | |||
| Total | |||
| Beatrice Bompieri | Statutory Auditor | 01.01.2024-31.12.2024 | 2024 Accounts |
| Remuneration from Company preparing the accounts | |||
| Remuneration from subsidiaries and associates | |||
| Total | |||
| Other Senior Executives | Statutory Auditor | 01.01.2024-31.12.2024 | 2024 Accounts |
| Remuneration from Company preparing the accounts | |||
| Remuneration from subsidiaries and associates | |||
| Total | |||
| (1) Remuneration for the position of Chief Executive Officer. |
|||
| (2) Remuneration for the position held at Tessilquattro. |
|||
| (3) Remuneration for position as Chairperson of the Board of Directors. |
|||
| (4) Attendance fees for participation in the Control, Risks and Sustainability Committee. |
|||
| (5) Remuneration for the position of Director. |
|||
| (6) Gross Annual Remuneration for the role of General Manager of AquafilUSA. |
|||
| (7) Remuneration for the position of Director from 01/06/2024 23,333. |
|||
| (8) | Remuneration for the position of Chairperson of the Appointments and Remuneration Committee from 01/06/2024 Euro 8,750 and remuneration for participation in the | ||
| Control, Risks and Sustainability Committee from 01/06/2024 Euro 5,833. | |||
| (9) | Remuneration for participation in the Appointments and Remuneration Committee Euro 10,000. | ||
| (10) Remuneration for the position of Chairperson of the Risks and Sustainability Committee Euro 15,000 and remuneration for participation in the Appointments and Remu | |||
| neration Committee Euro 10,000. | |||
| (11) The amount includes compensation for the offices of: Director for Euro 40,000, Gross Annual Remuneration for the role of General Manager at BCF EMEA and APAC | |||
| Euro 341,866. (12) Remuneration for the position held at Tessilquattro. |
|||

| Benefits | Total | Other | Non-monetary | Variable remuneration | Fixed Committee |
|||||
|---|---|---|---|---|---|---|---|---|---|---|
| on conclusion | remuneration | remuneration | benefits | Profit sharing | Bonuses and | remuneration | remuneration | |||
| of office | other incentives | |||||||||
| 27,083 | 10,417 (14) | 16,667 (13) | ||||||||
| 27,083 | 10,417 | 16,667 | ||||||||
| 27,083 | 10,417 | 16,667 | ||||||||
| 2,495,935 | 19,698 | 70,000 | 2,406,237 | |||||||
| 60,000 | 60,000 (15) | |||||||||
| 60,000 | 60,000 | |||||||||
| 40,000 | 40,000 (16) | |||||||||
| 40,000 | 40,000 | |||||||||
| 40,000 | 40,000 (16) | |||||||||
| 40,000 | 40,000 | |||||||||
| 177,524 | 1,395,487 | 65,737 | 1,329,750 (17) | |||||||
| 916,316 | 15,956 | 900,360 (18) | ||||||||
| 177,524 | 2,311,803 | 81,693 | 2,230,110 |
(5) Remuneration for the position of Director.
neration Committee Euro 10,000.
(12) Remuneration for the position held at Tessilquattro. (13) Remuneration for the position of Director until 31/05/2024.
(16) Remuneration for the position of Statutory Auditor. (17) Gross Annual Remuneration for the position held.
Euro 341,866.
(1) Remuneration for the position of Chief Executive Officer. (2) Remuneration for the position held at Tessilquattro.
(3) Remuneration for position as Chairperson of the Board of Directors.
(4) Attendance fees for participation in the Control, Risks and Sustainability Committee.
(6) Gross Annual Remuneration for the role of General Manager of AquafilUSA. (7) Remuneration for the position of Director from 01/06/2024 23,333.
Control, Risks and Sustainability Committee from 01/06/2024 Euro 5,833.
Control, Risks and Sustainability Committee until 31/05/2024 Euro 4,167. (15) Compensation for role as Chairperson of the Board of Statutory Auditors.
(18) Gross Annual Remuneration for the position held at subsidiary companies.
(9) Remuneration for participation in the Appointments and Remuneration Committee Euro 10,000.
(8) Remuneration for the position of Chairperson of the Appointments and Remuneration Committee from 01/06/2024 Euro 8,750 and remuneration for participation in the
(10) Remuneration for the position of Chairperson of the Risks and Sustainability Committee Euro 15,000 and remuneration for participation in the Appointments and Remu-
(11) The amount includes compensation for the offices of: Director for Euro 40,000, Gross Annual Remuneration for the role of General Manager at BCF EMEA and APAC
(14) Remuneration for the position of Chairperson of the Appointments and Remuneration Committee until 31/05/2024 Euro 6,250 and remuneration for participation in the

| Subject | |||
|---|---|---|---|
| Name | Office held | Plan | |
| Giulio Bonazzi | Chief Executive Officer | 2024 short-term incentive plan | |
| Remuneration from Company preparing the accounts | 2023 short-term incentive plan | ||
| 2022 short-term incentive plan | |||
| Remuneration from subsidiaries and associates | |||
| Total | |||
| Franco Rossi | Executive Director | ||
| Remuneration from Company preparing the accounts | 2024 short-term incentive plan | ||
| Remuneration from subsidiaries and associates | 2023 short-term incentive plan | ||
| 2022 short-term incentive plan | |||
| Total | |||
| Stefano Loro | Executive Director | 2024 short-term incentive plan | |
| Remuneration from Company preparing the accounts | 2023 short-term incentive plan | ||
| 2022 short-term incentive plan | |||
| Remuneration from subsidiaries and associates | |||
| Total | |||
| Other Senior Executives | 2024 short-term incentive plan | ||
| 2023 short-term incentive plan | |||
| Remuneration from Company preparing the accounts | 2024 short-term incentive plan | ||
| 2023 short-term incentive plan | |||
| 2022 short-term incentive plan | |||
| Remuneration from subsidiaries and associates | 2024 short-term incentive plan | ||
| 2023 short-term incentive plan | |||
| 2022 short-term incentive plan | |||
| Total | |||
Overall total 0 0 192,313 219,613 0 0
(1) Share is subject to the achievement of specific performance targets to which the plan is linked.

| Bonus dell'anno | Bonus anni precedenti | Other | |||||
|---|---|---|---|---|---|---|---|
| Issuable/Issued | Deferred | Period of | No longer | Issuable/Issued | Still Deferred | Bonuses | |
| (in Euro) | (in Euro) | deferment | issuable | (in Euro) | (in Euro) | ||
| 2 anni | 46,959 | 46,959 | |||||
| 0 | 0 | 46,959 | 46,959 | 0 | |||
| 2 anni | 21,120 | 21,120 | |||||
| 0 | 0 | 21,120 | 21,120 | 0 | |||
| 2 anni | 23,479 | 23,479 | |||||
| 0 | 0 | 0 | 23,479 | 23,479 | 0 | ||
| 27,300 | |||||||
| 2 anni | 63,459 | 63,459 | |||||
| 2 anni | 37,296 | 37,296 | |||||
| 0 | 0 | 100,755 | 128,055 | 0 | |||
| 0 | 0 | 192,313 | 219,613 | 0 |
TABLE 3B: MONETARY INCENTIVE PLANS FOR MEMBERS OF THE BOARD OF DIRECTORS, GENERAL MANAGERS AND
SENIOR EXECUTIVES
(1) Share is subject to the achievement of specific performance targets to which the plan is linked.

| Name | Office held | Investee company |
Shares held at the end of the previous year |
Shares acquired | Shares sold Shares held at the end of the reporting year |
|---|---|---|---|---|---|
| Directors | |||||
| Giulio Bonazzi | Chief Executive Officer | Aquafil S.p.A. | 29,870,725 | 21,724,160 | 51,594,885 |
| Franco Rossi | Executive Director | Aquafil S.p.A. | 179,012 | 130,184 | 309,196 |
| Stefano Giovanni Loro | Executive Director | Aquafil S.p.A. | 5,500 | 16,448 | 21,948 |
| Senior Executives | |||||
| [1] | Aquafil S.p.A. | 62,005 | 62,005 |
Arco, March 18, 2025
Aquafil S.p.A.
For the Board of Directors
Full Professor Chiara Mio The Chairperson


Via Linfano, 9 38062 Arco (Tn) T +39 0464 581111 F +39 0464 532267
www.aquafil.com [email protected]

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