REPORT ON REMUNERATION POLICY AND COMPENSATION PAID

Pursuant to art. 123 ter of Legislative Decree no. 58/1998 and of art. 84 quater and annex 3A of CONSOB Regulation no. 11971/99

25 MARCH 2021

Buzzi Unicem SpA Registered office in Casale Monferrato (AL) - Via Luigi Buzzi 6 Share capital: €123,636,658.80 Company Register of Alessandria no. 00930290044

SECTION I Remuneration policy for corporate bodies and key management personnel

1. Introduction

This document illustrates the remuneration policy ("Remuneration Policy") of Buzzi Unicem SpA ("Buzzi Unicem" or "Company") regarding the members of its Board of Directors and of its Statutory Auditors' Committee, as well as the key management personnel ("KMP"), being identified, other than in the CEOs of Buzzi Unicem, in the heads of the following functions:

the CEO Dyckerhoff
the CEO Buzzi Unicem USA
the manager responsible for preparing Buzzi Unicem's financial reports
the heads of Buzzi Unicem corporate functions who are mainly dedicated to coordination and control activities for the group, identified in the Finance and Treasury function, in the Sustainability function and in the Group Technical Department.

The Remuneration Policy, included in the Section I of this Report, is prepared pursuant to art. 123 ter of the TUF and in accordance with Article 84 quater and Annex 3A of Consob Regulation no. 11971/99 ("Regulation for listed companies") as well as with the recommendations of the Corporate Governance Code.

The Remuneration Policy was approved by the Board of Directors of Buzzi Unicem on 25 March 2020 and by the ordinary Shareholders' Meeting on 8 May 2020.

This Report was approved by the Board of Directors on 25 March 2021 and was adapted to the new information content required by the Regulation for listed companies as amended by Consob Resolution no. 21623 of 10 December 2020. Taking into account these greater information contents, the Section I of the Report is again submitted to the vote of the Shareholders' Meeting.

2. Bodies involved in the preparation and approval of the Remuneration Policy (Annex 3A, letters a), b) and d) Regulation for listed companies)

The bodies involved in the preparation, approval and implementation of the Remuneration Policy are the following:

Shareholders' Meeting

it establishes the overall remuneration of the Board of Directors and of the Statutory Auditors;
it expresses a binding vote on the Remuneration Policy contained in Section I of this Report;
it expresses a non-binding vote on the compensation paid annually indicated in Section II of this Report;

Board of Directors

in case of determination by the Shareholders' Meeting of an overall compensation of the Board of Directors, it distributes this compensation among its members;
it defines the Remuneration Policy and its possible revision as well as the Report on Remuneration Policy and compensation paid to be submitted to the Shareholders' Meeting;
it establishes, after obtaining the opinion of the Committee for Related-Party Transactions, where applicable, the remuneration of the Chief Executive Officers (attributed in the form of remuneration for employees) and the remuneration of Directors in charge of special tasks pursuant to art. 2389 of the Italian civil code;

Independent directors

they represent the majority of the directors and contribute to the evaluation and discussion within the meetings of the Board of Directors regarding the Remuneration Policy and its implementation, in particular concerning the remuneration of the CEOs and of the Directors in charge of special tasks;

CEOs

they are responsible for the implementation of the Remuneration Report approved by the Shareholders' Meeting;
in accordance with the Remuneration Policy, they establish, after obtaining the opinion of the Committee for Related-Party Transactions, where applicable, the remuneration of KMP; Statutory Auditors' Committee
it has a general supervisory task over the Remuneration Policy and its implementation;
it issues the opinion on the occasion of the allocation of compensation pursuant to art. 2389 of the Italian Civil Code to Directors in charge of special tasks.

The Company has not currently established a Remuneration committee, also due to the involvement of the independent Directors (who, as already mentioned, are the majority of the members of the Board of Directors) in the process of determining the remuneration of executive Directors.

In preparing the Remuneration Policy, the Company did not involve any independent external experts.

3. Considerations on compensation and working conditions of employees in determining the Remuneration Policy (Annex 3A, letter c) Regulation for listed companies)

Buzzi Unicem is characterized by being a multiregional group operating in areas with different and articulated needs. Human resources are considered as a constant factor for Company growth and the enhancement of human capital has always been a pillar on which the competitive development of the Company is based.

Buzzi Unicem strives to ensure that, in each country where the group operates, not only the individual regulations protecting working conditions are respected but also the skills and professional growth of all employees are enhanced.

As regards employee remuneration, a total compensation system has been established for some time, i.e. a remuneration package which, in addition to the basic remuneration, may include variable remuneration (typically linked to performance) at the level of individuals or categories of workers, benefits and cash bonuses.

According to the different and articulated needs of the countries where the group operates, initiatives have been adopted that contribute to improving the living conditions of employees, and that may include a physical work environment offering guarantees of safety, attention to gender diversity issues, professional development and practical training in the workplace in order to develop skills and competences, training courses, the opportunity to move to more mature leadership roles and benefits such as food services or meal vouchers, health insurance, educational incentives (e.g. scholarships for children), paid vacation periods in addition to the annual amount of holidays if dedicated to volunteering, flexible working time, part-time working, supplementary pension and smart working.

The group aims to be socially responsible and to apply strict rules of conduct based on ethics in the relations with its employees and, in particular, to focus on the person: the pursuit of fairness and wage equity represents a key factor that influences the well-being of employees with a view to balancing the value generated by the employee for the Company and the enhancement perceived as a return.

The Company's Remuneration Policy relating to the members of the Board of Directors and to KMP has been drawn up in accordance with the principles highlighted above, also providing for the allocation of a variable part of the remuneration of top managers upon the achievement of high standards in terms of safety at work.

4. Purposes, duration and possible revisions of the Remuneration Policy (Annex 3A, letter e), Regulation for listed companies)

Buzzi Unicem's Remuneration Policy aims to attract, retain and motivate qualified people with professional skills and qualities which are appropriate to the management needs of the Company and the group it heads. This objective is pursued in a logic of prudent management and sustainability of costs and results over time, with a view to seeking the alignment of the interests of management with those of the Company and shareholders, by pursuing the goal of creating value for shareholders in the medium-long term. Furthermore, the Policy aims to facilitate the achievement of the Company's sustainability targets being consistent with the industrial strategy.

These targets are also pursued on the basis of short and long-term incentive plans, which must in any case also include objectives linked to sustainability indicators.

The Company therefore adopts annual plans based on Management by Objectives (MBO) mechanisms which aim, on the one hand, at encouraging the constant growth of the economic/financial results of the Company and of the group and, on the other hand, at pursuing the sustainability of the Company's and the group's business.

Furthermore, the Company has adopted a long-term incentive plan of a cash nature, linked to the achievement of economic/financial and non-financial objectives (described in the following paragraph 5.4) aimed at the Chief Executive Officers and the CEOs Dyckerhoff and Buzzi Unicem USA, with the objective of building loyalty and incentivizing top management to achieve growth objectives in the medium-long term, avoiding excessive focus on the short term. The plan is aimed at encouraging recipients to align their commitment and behavior with the interests of the shareholders by rewarding the efforts to achieve strategic, economic and sustainability targets, and at obtaining lasting improvement in Company results.

As part of this plan, the economic/financial target assigned (ROS) aims to incentivize operating profitability in relation to the sales made and the Company's efficiency in generating profits compared to the turnover posted, while the use of the CO² reduction parameter is aimed at encouraging the recipients to make the greatest efforts so that one of the main targets of improving the sustainability of the group's business is achieved in a context in which the attention to Climate Change is at its highest level.

The Remuneration Policy applies to the financial years 2020-2022, without prejudice to the right, for the competent bodies, to submit any changes and additions to the Shareholders' Meeting, where even only reasons of expediency occur.

5. Description of the Remuneration Policy (Annex 3A, letters f), g), h), i), n) and o) Regulation for listed companies)

5.1 Remuneration of the members of the Board of Directors

The remuneration of the Board of Directors is established by the ordinary Shareholders' Meeting and is divided equally in the Board among all the directors, except for those who are also employees of the Company, who are remunerated only in their capacity of employees. To the Chairman a double share is allocated compared to the directors by virtue of the general representation function attributed to him/her and of the functions performed as Chairman of the Board of Directors. The Chairman also receives emoluments relating to any positions held in subsidiaries.

The remuneration of non-executive Directors does not depend on the economic results achieved by Buzzi Unicem, and is established in a single fixed component commensurate with the commitment required and the skills and professionalism of the same. No variable component is foreseen in this case.

Non-executive Directors called to be part of the Control and Risk Committee, which operates on an ongoing basis, are assigned by the Board of Directors, after obtaining the opinion of the Statutory Auditors' Committee, a fixed annual remuneration according to the commitment required.

Non-executive directors called to be members of the Committee for Related-Party Transactions, which is called upon to express its views on individual specific transactions, may be assigned by the Board of Directors a remuneration based on the individual transactions that are submitted to it and commensurate with the commitment required, after obtaining the opinion of the Statutory Auditors' Committee.

The remuneration of Directors charged with special tasks is resolved by the Board of Directors in a fixed amount, after obtaining the opinion of the Statutory Auditors' Committee.

5.2 Remuneration of the members of the Statutory Auditors' Committee

The remuneration of the Statutory Auditors' Committee is established by the ordinary Shareholders' Meeting, pursuant to Article 2402 of the Italian Civil Code, in a fixed amount for the entire duration of the office, in addition to the reimbursement of expenses incurred for the office, adjusted according to the commitment required and the skills and professionalism of the same and in line with the remuneration of other companies of comparable size and sector.

5.3 Remuneration of the CEOs of Buzzi Unicem, of Directors being also employees of Buzzi Unicem and of KMP

Buzzi Unicem's CEOs, Directors being also employees¹ of Buzzi Unicem (collectively "Directors being also employees") and KMP are paid as employees and also receive emoluments in relation to any offices held in subsidiaries.

The remuneration as employee consists of a fixed component, a short-term variable component, as well as a long-term variable component envisaged for the CEOs of Buzzi Unicem and the CEOs of Dyckerhoff and Buzzi Unicem USA.

¹ On the occasion of the renewal of the Board of Directors approved by the Shareholders' Meeting of 8 May 2020, in addition to the CEOs, the newly appointed director Luigi (Gigi) Buzzi is also linked to the company by an employment relationship as an executive of the same.

5.3.1 Fixed component

The fixed component consists of the remuneration as an employee and of the emoluments for offices held in subsidiaries and aims at adequately remunerating the technical and managerial skills required for the position and the functions fulfilled and the consequent responsibilities.

A package of non-cash benefits, which does not represent more than 20% of the fixed remuneration as an employee and which generally encompasses the assignment of a car for both private and work use as well as meal vouchers, is also included.

The fixed component must be sufficient to adequately remunerate the performance even if the variable component is not paid due to the failure to achieve the objectives to which this component is linked.

5.3.2 Short-term variable component

The structure of the short-term variable component is established with reference to the remuneration as an employee, is applied to managers in general and is based on a Management by Objectives (MBO) mechanism which provides for the assignment of targets set annually, both of an economic/financial nature and of a non-financial nature representing other aspects of the Company activity, each with differentiated weights and with a prevalence of the objectively measurable economic ones.

There is a minimum threshold below which the right to variable remuneration does not accrue and, in the same way, there is a maximum limit.

The economic/financial targets consist of achieving certain levels of recurring EBIT in the Italy, Dyckerhoff, USA areas and of consolidated EBIT according to the respective areas of responsibility and, only for the CEOs, also of net consolidated profit attributable to shareholders. For the purposes of verifying the achievement of the aforementioned performance targets, reference is made to the data resulting from the accounting situation prepared by the subsidiaries for the preparation of the consolidated financial statements, by adjusting them to take into account non-recurring income and expenses as described in the consolidated financial statements of the Company (see paragraph relating to "Alternative Performance Measures") as well as the write-downs of non-current assets.

The level of the bonus relating to the economic/financial targets varies according to the achievement of a minimum of 80% and a maximum of 120% compared to the corresponding parameter of the previous year and the budget forecast for the relevant year. MBO does not accrue below the minimum level, while with results higher than the maximum one, the amount of the bonus cannot in any case exceed the fixed maximum sum.

Non-financial targets consist of injury indices, and in particular of the group's LTIFR index² (Lost Time Injury Frequency Rate) with respect to certain target levels set annually.

Finally, for the recipients of MBOs other than the CEOs, individual targets may be provided, concerning specific projects or the efficiency of the specific area of responsibility.

The annual MBO varies from a minimum of zero (in the event of failure to achieve all the targets assigned) up to a maximum – equal to 50% for the CEOs and the CEOs of Dyckerhoff and Buzzi Unicem USA and to 30% for director Gigi Buzzi – of the fixed component of the remuneration as an employee depending on the level achieved of the targets assigned.

The payment of the MBO is made after the approval of the financial statements for the year in

² This index relates the number of accidents entailing absence from work to the hours worked.

relation to which the variable part itself has matured.

Below is a diagram of the annual MBOs envisaged for the Directors being employees and the two key managers whose remuneration is indicated by name in the tables of Section II:

		CEOs		Director Gigi Buzzi
Targets	% targets on total MBO	maximum % on remuneration as employee	% targets on total MBO	maximum % on remuneration as employee
Economic/financial targets	92%	46%	70%	21%
EBIT Italy
Vs year -1 Vs budget	14% 14%	7% 7%	11.7% 11.7%	3.5% 3.5%
EBIT Dyckerhoff
Vs year -1 Vs budget	14% 14%	7% 7%	11.65% 11.65%	3.5% 3.5%
EBIT USA
Vs year -1	14%	7%	11.65%	3.5%
Vs budget Consolidated net profit attributable to shareholders Vs year -1 Vs budget	14% 4% 4%	7% 2% 2%	11.65%	3.5%
Sustainability (group's LTIFR)	8%	4%	15%	4.5%
Individual target (*)			15%	4.5%
Total	100%	50%	100%	30%

(*) referring to specific projects or to the efficiency of the organizational structures of the relevant functions

		CEO Dyckerhoff	CEO Buzzi Unicem USA
Targets	% targets on total MBO	maximum % on remuneration as employee	% targets on total MBO	maximum % on remuneration as employee
Economic/financial targetd	75%	37.5%	90%	45%
EBIT Dyckerhoff
Vs year -1	25%	12.5%
Vs budget	25%	12.5%
EBIT USA
Vs year -1	10%	5%	45%	22.5%
Vs budget	10%	5%	45%	22.5%
EBIT Buzzi Unicem group Vs year -1	5%	2.5%
Sustainability (Injury indices)	10%	5%	10%	5%
Individual target (*)	15%	7.5%
Total	100%	50%	100%	50%

(*) referring to specific projects or to the efficiency of the organizational structures of the relevant functions

The following table shows the ratio between the fixed and variable short-term component (annual MBO) of the remuneration as an employee if all the targets assigned are achieved. The calculation takes into account the ratio between the fixed component as employees net of non monetary benefits and the short-term variable component of remuneration.

	% fixed component of the remuneration as employee	% annual MBO	Total remuneration as employee
CEOs	67%	33%	100%
Director Luigi (Gigi) Buzzi	77%	23%	100%
CEO Dyckerhoff/Buzzi Unicem USA	67%	33%	100%

For the KMP other than those indicated above, the annual MBOs are represented by economic/financial targets consisting of the achievement of certain levels of recurring EBIT in the Italy, Dyckerhoff, USA areas and of consolidated EBIT according to the respective areas of responsibility, by non-financial targets represented by the group's LTIFR index with respect to certain target levels established annually and by individual targets consisting of specific projects or of the efficiency of the organizational structures of the respective functions.

The economic/financial targets represent 70% of the MBO, the non-financial targets 15% of the MBO and the individual targets the remaining 15% of the MBO.

The criteria for verifying the achievement and payment of the targets are the same as those used for the directors being also employees and for the CEOs Dyckerhoff and Buzzi Unicem USA.

The total amount of the bonus of the other KMP cannot exceed 40% of the fixed gross annual remuneration of the relevant year.

5.4 Long-term variable component of the remuneration of CEOs of Buzzi Unicem and of CEOs Dyckerhoff and Buzzi Unicem USA

The long-term variable component is represented by a cash incentive plan for the years 2020- 2022 ("LTI 2020-2022") approved by the Board of Directors on 25 March 2020, after obtaining the favorable opinion of the Committee for Related-Party Transactions, structured as follows:

it is objective and calculated according to the targets to be achieved at the end of the threeyear period of application of the plan, both of an economic/financial nature and related to corporate social responsibility, each of them representing 50% of the plan;
there is a minimum threshold below which the right to variable remuneration does not accrue and, in the same way, there is a maximum limit;
it is determined with reference to the remuneration as employees.

The targets of the plan are represented:

with regard to the economic/financial objective, by the achievement in the three-year period of application of the plan of an average value of the ROS resulting from the consolidated financial statements according to the determination of the Board of Directors, which is attributed only to the CEOs;
as regards the target related to corporate social responsibility, by the reduction of CO² emissions of the group, taking into account the objectives stated in the Sustainability Report, which is attributed to both the CEOs and the CEOs Dyckerhoff and Buzzi Unicem USA.

The long-term variable part of the salary varies:

for the CEOs from a minimum of zero (in the event of failure to achieve both targets assigned) up to a maximum of 60% of the fixed part of the gross remuneration as an employee for the year 2020 in the event of achievement of both targets assigned;
for the CEOs Dyckerhoff and Buzzi Unicem USA from a minimum of zero (in the event of failure to achieve the target assigned) up to a maximum of 30% of the fixed part of the gross remuneration as an employee for the year 2020 in the event of achievement of the target assigned.

The payment of the variable part linked to the 2020-2022 LTI plan is deferred to the end of the period and will be made after the approval of the financial statements for the year 2022 only if, at the time of disbursement, the beneficiaries are still employees and have held the respective

offices for the entire three-year period. In the event of termination of the employment relationship and of the office due to death or inability to work, the long-term variable remuneration is fully recognized if the event occurred between the end of the reference period and the disbursement, and is recognized proportionally if the event occurs in the last half-year of the reference period.

The following table shows the ratio between the short-term (annual MBO) and the long-term (LTI 2020-2022) fixed and variable component of the remuneration as employees in the event of achievement of all the targets assigned in the year in which any disbursement of the variable part linked to the LTI plan (2023) occurred. The calculation takes into account the ratio between the fixed component of the remuneration as employees net of non monetary benefits and the short-term and long-term variable component of the remuneration.

	% fixed component of the remuneration as employee	% annual MBO	% LTI 2020/2022	Total remuneration as employee
CEOs	48%	24%	28%	100%
CEOs Dyckerhoff/Buzzi Unicem USA	55%	28%	17%	100%

5.5 Claw-back clause relating to the variable components of the remuneration

Within the limits of the provisions of the applicable regulations and collective agreements, the variable part of the remuneration, both short-term and long-term, is subject to reimbursement, in whole or in part, in the event that it was determined on the basis of data which subsequently proved to be manifestly incorrect. However, the refund is provided only in the event that the incorrect data on the basis of which the variable part of the remuneration is determined differ from the correct figure by more than 5%.

The repayment of the variable part of the remuneration is anyway provided for in case it has been determined on the basis of established fraudulent behavior, without prejudice to the other remedies available to the Company by law or by contract.

6. Information on the contribution of the Remuneration Policy to the corporate strategy, to the pursuit of long-term interests and to corporate sustainability (Annex 3A, letter j) Regulation for listed companies)

It is deemed that the significance of the fixed component of the remuneration compared to the variable one, as well as the adoption of a long-term incentive plan for top management guarantee the contribution of the Remuneration Policy to the pursuit of long-term interests of the Company as well as to proper management of corporate risks.

It is also believed that the economic/financial targets of the short-term and long-term variable remuneration are consistent with the targets of the policy.

As a matter of fact, the short-term and long-term economic/financial targets contribute to align the interest of top management with the target of constant growth in the economic/financial results of the Company and the group, while the non-financial targets contribute to the pursuit of a sustainable development of the group's industrial activity in the most sensitive areas represented by workplace safety and the reduction of CO² emissions.

In defining the remuneration system of the Company and the group, all the elements useful for reducing the risk of loss of both strategic and technical know-how and for medium-long term economic/financial development were considered.

The Company's remuneration system aims to strengthen values, skills and behaviors in line with the development strategy, through the alignment of the interests of management and shareholders and through a strong link between remuneration and corporate and individual performance. The Remuneration Policy therefore aims to generate sustainable value and defines a system providing that the overall remuneration is made up of an important variable component, to be paid exclusively in the event that the results are actually achieved.

7. Financial instrument assignment plans (Annex 3A, letter k) and l) Regulation for listed companies)

There are no plans for the assignment of financial instruments either for the members of the Board of Directors and of the Statutory Auditors of the Company or for the KMP.

8. Compensation provided for in the event of termination of office or termination of the employment relationship (Annex 3A, letter m) Regulation for listed companies)

As regards the Directors who are not linked to the Company by an employment relationship, no indemnity is envisaged in the event of termination of office.

Regarding the Directors being also employees of the Company and the KMP being employees of the Company, since there is a permanent employment relationship, the national collective agreement of industry managers applies, providing:

in the event of resignation, a notice period, commensurate with length of service, between 2 and 4 months;
in the event of dismissal, the obligation for the Company of a notice period, commensurate with the length of service, between 6 and 12 months which can be replaced by the payment of the corresponding monthly salaries;
in the event of unjustified dismissal, in addition to notice, an indemnity is due to the employee, commensurate with length of service, equal to a minimum of 4 and a maximum of 24 monthly salaries;
the employee severance indemnity.

For the employees of the Company, in relation to the variable part of the remuneration, the payment of the accrued annual bonus is envisaged if they are still employees at the time of the expected payment, otherwise they lose the right to receive the annual bonus.

For KMP being employees of foreign subsidiaries, the employment relationship is based on individual permanent contracts providing:

as for the CEO Dyckerhoff, in the event of termination of the employment relationship, a notice period of 12 months (except in the case of misconduct), no specific indemnities and the payment of the annual MBO accrual;
as for the CEO Buzzi Unicem USA:
in the event of resignation, a notice period of 30 days and no indemnity;
in the event of Termination by the Executive for Good Reason, a notice period of 30

days and the payment of an indemnity equal to one year of fixed remuneration and the annual MBO;

in the event of Involuntary Termination by the Company Without Just Cause, no notice but the payment of an indemnity equal to one year of fixed remuneration and the annual MBO;
in the event of Termination by the Company for Just Cause, no notice or indemnity.

For the other KMP being employees of foreign subsidiaries, with regard to the variable part of the remuneration, the payment of the annual bonus accrued up to the termination of the employment relationship is foreseen.

In relation to the 2020-2022 LTI plan, reference is made to the indications contained in paragraph 5.4 above for cases of termination of the employment relationship of the recipients. There are no further severance payments beyond those indicated above, neither noncompetition commitments nor the assignment of non-monetary benefits or the stipulation of consultancy contracts for a period subsequent to the termination of the employment relationship.

9. Insurance or social security or pension coverage other than the compulsory one (Annex 3A, letter n) Regulation for listed companies)

With reference to the members of the Board of Directors who are not employees of the Company, no insurance, social security or pension coverage is envisaged.

With reference to the Directors who are also employees of the Company and to the KMP, there are insurance, social security, pension and health care coverage provided for by the respective local regulations and by the related permanent employment contracts.

For Directors who are also employees of the Company and the KMP of the Italy area, there is supplementary health, accident and life coverage provided through an assistance fund.

The KMP of the Dyckerhoff area do not have any supplementary health coverage, but a supplementary pension form has been accorded, the benefits of which will be provided at the end of the work activity.

The CEO Buzzi Unicem USA benefits from supplementary health coverage provided through the health insurance plan in force at the Company. In addition, this Manager has been granted a social security treatment by agreement which provides for the continuity of INPS (Italian social security system) payments, calculated on the last salary received by him in Italy.

All members of the Board of Directors and of the Statutory Auditors' Committee of the Company and the KMP are beneficiaries of a D&O (Directors' and Officers' Liability) insurance policy stipulated with a leading insurance company at market conditions for this type of coverage.

10. Remuneration policies of reference (Annex 3A, letter p) Regulation for listed companies)

For the definition of the Remuneration Policy, no remuneration policies of other companies were used as a reference.

11. Possible derogations from the Remuneration Policy (Annex 3A, letter q) Regulation for listed companies)

As a rule, the Company does not derogate from the principles that are the basis of its Remuneration Policy. However, where exceptional circumstances occur (including but not limited to: sensitive changes in the scope of business activity, sales of shareholdings or company branches on which performance targets are based, acquisition of new material assets), the need to adapt the elements of the Remuneration Policy to any change in some industrial targets during the duration of the Policy itself may lead to a derogation from the same. The derogation from the Remuneration Policy may, in particular, consist of a different content and a different weight between the targets of the annual MBOs indicated in the previous paragraph 5.3.2, provided that the ratio between fixed and variable component of the remuneration as an employee cannot be changed.

It will be possible to apply the derogation by resolution of the Board of Directors, subject to the application of the Procedure for Related-Party Transactions adopted by the Company and pro tempore in force.

SECTION II

Compensation paid to members of the administrative and control bodies and to key management personnel

The Section II, which is divided into two parts, illustrates by name the remuneration referred to the year 2020 of the members of the Board of Directors and the Statutory Auditors' Committee as well as, in the cases provided for by current legislation, including regulatory ones, of KMP. In particular, the First Part of Section II provides a representation of the items that make up the remuneration of the aforementioned persons.

In the Second Part of Section II, the remuneration for the year 2020, for any reason and in any form, of the aforementioned persons, as well as the equity investments held in the Company by such persons, are analytically reported.

FIRST PART

1.1 Representation of the items that make up the compensation Members of the Board of Directors

a) The entire Board of Directors was assigned an annual fixed amount determined by the Shareholders' Meeting of 12 May 2017 at the time of the appointment, equal to a total of €495,000 and by the Shareholders' Meeting of 8 May 2020 at the time of the appointment, equal to a total of €450,000. These amounts were divided by resolution of the Board of Directors equally among all Directors, with the allocation of a double share to the Chairman and with the exclusion of the Directors who are paid as employees.

The remuneration of the Directors who are not paid as employees for the year 2020 was therefore equal to an annual amount of:

€90,000 for the Chairman;
€45,000 for each director;

attributed pro rata temporis to each of the entitled persons, based on their tenure in office, as indicated in Table 1 below;

b) furthermore, a fixed amount was attributed to the Chairman in office until the Shareholders' Meeting of 8 May 2020, Enrico Buzzi, pursuant to art. 2389 of the Italian Civil Code, of €50,000 as pro rata temporis part of the remuneration determined by the Board of Directors on 12 May 2017 at €150,000 per year (in addition to the assignment of the car for both private and work use) for the special tasks assigned to him;
c) a fixed amount was attributed to director Paolo Burlando, pursuant to art. 2389 of the Italian Civil Code, determined by the Board of Directors of 12 May 2017 and confirmed by the Board of Directors of 8 May 2020 at €180,000 per year for the special tasks assigned to him;
d) each member of the Control and Risk Committee was assigned a fixed amount, pursuant to art. 2389 of the Italian Civil Code, determined by the Board of Directors of 12 May 2017 and confirmed by the Board of Directors of 8 May 2020 at €15,000 per year each;
e) each member of the Related-Party Committee was assigned a fixed amount, pursuant to art. 2389 of the Civil Code, determined by the Board of Directors at €2,500 each for the participation in the meeting held in the first half 2020 and at €2,500 each for the participation in the two meetings of the Committee held in the second half of 2020.

Members of the Statutory Auditors' Committee

The members of the Statutory Auditors' Committee were awarded a fixed amount determined by the Shareholders' Meeting of 12 May 2017 at the time of appointment and confirmed by the Shareholders' Meeting of 8 May 2020 at the time of appointment, equal to €67,500 for the Chairman and €45,000 for each Statutory Auditor.

Directors being employees of Buzzi Unicem and Key Management Personnel

The remuneration as an employee relating to 2020 was the following:

a) CEO Pietro Buzzi
€270,000 as fixed component
€107,784 as annual MBO
b) CEO Michele Buzzi
€271,678 as fixed component
€108,463 as annual MBO
c) Director Luigi (Gigi) Buzzi³
€108,828 as fixed component
€24,154 as annual MBO
d) CEO Dyckerhoff
€575,004 as fixed component
€241,931 as annual MBO
e) CEO Buzzi Unicem USA
USD 600,000 (equal to €525,302) as fixed component
USD 289,530 (equal to €253,484) as annual MBO.

The fringe benefits, in line with the Policy, consist of the car for both private and work use (except for Michele Buzzi) and of meal vouchers.

The amount relating to the annual MBO will be paid in 2021 after the approval of the financial statements for 2020.

Information on the targets achieved in relation to the MBOs awarded in 2020 is provided below.

	CEOs
Targets	% targets on total MBO	maximum % on remuneration as employee	% target achievement	% on remuneration as employee 2020
Economic/financial targets	92%	46%		35.9%
EBIT Italy
Vs year -1	14%	7%	> 120%	7%
Vs budget	14%	7%	< 80%	0
EBIT Dyckerhoff
Vs year -1	14%	7%	112%	5.9%
Vs budget	14%		110%	5.6%
EBIT USA
Vs year -1	14%	7%	116%	6.4%
Vs budget	14%	7%	> 120%	7%
Consolidated net profit attributable to shareholders
Vs year -1	4%	2%	> 120%	2%
Vs budget	4%	2%	> 120%	2%
Sustainability (group's LTIFR)	8%	4%	100%	4%
Total	100%	50%		39.9%

³ Amounts referring to the whole year 2020, although the appointment as director occurred on 8 May 2020

			Director Luigi (Gigi) Buzzi
Targets	% targets on total MBO	maximum % on remuneration as	% target achievement	% on remuneration as employee 2020
		employee
Economic/financial targets	70%	21%		16.2%
EBIT Italy
Vs year -1	11.7%	3.5%	> 120%	3.5%
Vs budget	11.7%		< 80%	0
EBIT Dyckerhoff
Vs year -1	11.65%	3.5%	112%	3%
Vs budget	11.65%	3.5%	110%	2.9%
EBIT USA
Vs year -1	11.65%	3.5%	116%	3.3%
Vs budget	11.65%	3.5%	> 120%	3.5%
Sustainability
(group's LTIFR)	15%	4.5%	100%	4.5%
Individual	15%	4.5%	33.3%	1.5%
Total	100%	30%		22.2%

			CEO Dyckerhoffi
Targets	% targets on total MBO	maximum % on remuneration as employee	% target achievement	% on remuneration as employee 2020
Economic/financial targets	75%	37.5%		33.45%
EBIT Dyckerhoff
Vs year -1	25%	12.5%	112%	10.67%
Vs budget	25%	12.5%	110%	10.84%
EBIT USA
Vs year -1	10%	5%	116%	4.72%
Vs budget	10%	5%	> 120%	5%
EBIT Buzzi Unicem
group
Vs year -1	5%	2.5%	112%	2.22%
Sustainability (Injury indices)	10%	5%	30%	1.5%
Individual	15%	7.5%	95%	7.1%
Total	100%	50%		42.05%

			CEO Buzzi Unicem USA
Targets	% targets on total MBO	maximum % on remuneration as employee	% target achievement	% on remuneration as employee 2020
Economic/financial targets	90%	45%		44.5%
EBIT USA
Vs year -1	45%	22.5%	116%	22.0%
Vs budget	45%	22.5%	> 120%	22.5%
Sustainability (Injury indices)	10%	5%	75%	3.75%
Total	100%	50%		48.25%

The targets of the objectives are not indicated, as they are determined also taking into account internal forecasts that are not disclosed to the market. The individual targets are not indicated as they concern development and organizational projects that are internal and confidential.

The following table shows the ratio between the fixed and variable short-term component (annual MBO) of the remuneration as an employee for the year 2020. The calculation takes into account the ratio between the fixed component as employee net of non monetary benefits and the short-term variable component of remuneration.

	% fixed component of the remuneration as employee	% annual MBO	Total remuneration as employee 2020
CEOs	71%	29%	100%
Luigi (Gigi) Buzzi	82%	18%	100%
CEO Dyckerhoff	70%	30%	100%
CEO Buzzi Unicem USA	67%	33%	100%

For the other KMP, the amounts are provided in an aggregate manner in the tables referred to in the following Second Part of this Section, to which reference is made.

It should be noted that the amount of the bonus varies between 22% and 34% of the fixed remuneration and will be paid in 2021.

The consideration awarded in 2020 and described above comply with the Company's Remuneration Policy.

In particular, the short-term targets, referring to the result targets of the various geographical areas of the group and to sustainability targets linked to safety in the workplace, having reached high levels, contributed to maintaining constant growth in the Company's results over time and to the improvement of the working conditions of employees in general.

1.2 Allocation of indemnities and/or benefits for the termination of office or the employment relationship

During 2020 no indemnity was allocated in the event of termination of office or the employment relationship.

1.3 Departures from the Remuneration Policy

During 2020 no departures from the Remuneration Policy were applied.

1.4 Application of ex post correction mechanisms

During 2020 no ex post correction mechanisms were applied to the variable component of remuneration.

1.5 Comaprison information

Comaprison information is provided below with regard to the annual change:

a) of the total remuneration of the CEOs and the KMP indicated by name in the following Table 1:

	% change 2019 vs 2018	% change 2020 vs 2019
CEOs
Michele Buzzi	8.17%	1.42%
Pietro Buzzi	8.56%	1.46%
KMP indicated by name in Table 1
Massimo Toso (CEO Buzzi Unicem USA)4	21.26%	0.60%
Dirk Beese (CEO Dyckerhoff)	2.91%	5.76%

The considerations for non-executive directors and for participation in internal board committees did not change in the reference periods. There have been subjective changes

⁴ The remuneration of the CEO Buzzi Unicem USA is paid in USD and the changes are calculated on the remuneration in USD. In the tables attached to this Report, the remuneration is expressed in euros on the basis of the average ratio EUR/USD exchange rate of the reference year and therefore the figures reported in the attached tables may be affected by the exchange rate effect

determined exclusively by the changed composition of the Board of Directors and of the internal board committees.

The considerations allocated by the Company to the Statutory Auditors did not change5.

Company's results	% change 2019 vs 2018	% change 2020 vs 2019
Consolidated net sales	12.11%	0.03%
Consolidated EBITDA	26.14%	7.24%
Consolidated EBIT	33.09%	11.89%
Consolidated net profit for the year	0.82%	45.23%

b) of the Company's results:

It should be noted that the consolidated results of the group were taken as a reference considering that the Company is an industrial holding operating in various countries and that, therefore, consolidated data are more significant than the development of the results of the same.

c) of the average gross annual remuneration, based on full-time employees, of the employees of the group other than the Directors being employees of Buzzi Unicem and than the CEOs Dyckerhoff and Buzzi Unicem USA:

	% change 2019 vs 2018	% change 2020 vs 2019
Average gross annual remuneration of full-time employees of the group	4.3%	4.2%

It should be noted that the average of all employees of the group was taken as a reference considering that the Company operates in various countries and that KMP is paid, in some cases, by subsidiaries of countries other than Italy.

The calculation method used is represented by the arithmetic mean of the gross salaries of fulltime employees in each country in which the group operates.

1.6 Voting results of the shareholders' meeting

The Shareholders' Meeting held on 8 May 2020 approved the Section II of the Remuneration Report for the 2019 financial year with the following results:

in favor 81.7% of those present
against 17.3% of those present
abstained 0.9% of those present
non-voting 0.1% of those present.

⁵ As a result of appointments or terminations of other offices in statutory auditors' committees in subsidiaries and associates, the considerations of the auditor Paola Lucia Giordano increased by 4.76% in 2019 compared to 2018 and by 15.3% in 2020 compared to 2019, while the consideration of the auditor Giorgio Zoppi increased by 0.27% in 2019 compared to 2018 and declined by 10.59% in 2020 compared to 2019

SECOND PART

TABLE 1: Compensation paid to members of the administrative and control bodies, general managers and other key management personnel

Board of Directors

	Name and surname	Office	Period for which office was held	Expiry of office		Fixed compensation		Compensation for participation	Variable non-equity remuneration		Non-monetary benefits	Total	Fair value of equity	Severance indemnity for end of office or
				(1)	for the office	for special tasks	as an employee	committee	Bonuses and other incentives	Profit sharing			compensation	termination of employment
Veronica Buzzi		Chairman/ Vice-Chairman	8/5/2020-31/12/2020 1/1/2020-8/5/2020	2022
(I)			Compensation in the company preparing the financial statements		75,000							75,000
(II)		Compensation from subsidiaries and associates			40,000							40,000
(III)	Total				115,000							115,000
Michele Buzzi		CEO	1/1/2020-31/12/2020	2022
(I)			Compensation in the company preparing the financial statements				271,678		108,463 2		8,554 3	388,695
(II)		Compensation from subsidiaries and associates			84,000							84,000
(III)	Total				84,000		271,678		108,463		8,554	472,695
Pietro Buzzi		CEO	1/1/2020-31/12/2020	2022
(I)			Compensation in the company preparing the financial statements				270,000		107,784 2		11,352 3	389,136
(II)		Compensation from subsidiaries and associates			60,000							60,000
(III)	Total				60,000		270,000		107,784		11,352	449,136
Paolo Burlando		Director	1/1/2020-31/12/2020	2022
(I)			Compensation in the company preparing the financial statements		45,000	180,000		15,000 4				240,000
(II)		Compensation from subsidiaries and associates			25,000							25,000
(III)	Total				70,000	180,000		15,000				265,000
	Luigi (Gigi) Buzzi	Director	8/5/2020-31/12/2020 5	2022
(I)			Compensation in the company preparing the financial statements				108,828		24,154 2		9,641 6	142,623
(II)		Compensation from subsidiaries and associates			40,000							40,000
(III)	Total				40,000		108,828		24,154		9,641	182,623
Elsa Fornero		Director	1/1/2020-31/12/2020	2022
(I)			Compensation in the company preparing the financial statements		45,000			5,000 7				50,000
Aldo Fumagalli Romario		Director	1/1/2020-31/12/2020	2022
(I)			Compensation in the company preparing the financial statements		45,000			20,000 8				65,000
	Linda Orsola Gilli	Director	1/1/2020-31/12/2020	2022
(I)			Compensation in the company preparing the financial statements		45,000							45,000
Antonella Musy		Director	1/1/2020-31/12/2020	2022
(I)			Compensation in the company preparing the financial statements		45,000			10,000 4				55,000
Mario Paterlini		Director	1/1/2020-31/12/2020	2022
(I)			Compensation in the company preparing the financial statements		45,000							45,000
	Gianfelice Rocca	Director	1/1/2020-31/12/2020	2022
(I)			Compensation in the company preparing the financial statements		45,000			2,500 7				47,500
Giovanna Vitelli		Director	8/5/2020-31/12/2020	2022
(I)			Compensation in the company preparing the financial statements		30,000							30,000
(1) (2)		Approval of the financial statements	Monetary incentive relating to the variable part of the remuneration paid in 2021 based on the achievement of the objectives assigned for 2020

(3) It includes annual fee paid by the company to the supplementary pension fund for €7,200

(4) Remuneration received as a member of the Control and Risk Committee

(5) The amounts indicated refer to the remunerations received for the entire year 2020, even if he was appointed as director on 8 May 2020

(6) It includes annual fee paid by the company to the supplementary pension fund for €5,472 (7) Remuneration received as a member of the Related Party Committee

(8) Remuneration received as a member of the Control and Risk Committee (€15,000) and of the Related Party Committee (€5,000)

Directors in office until 8 May 2020

Name and surname	Office	Period for which the office was held	Expiry of office		Fixed compensation		Compensation for participation	Variable non-equity remuneration		Non-monetary benefits	Total	Fair value of equity	Severance indemnity for end of office or
			(1)				committee					compensation	termination of employment
				for the office	for special tasks	as an employee		Bonuses and other incentives	Profit sharing
Enrico Buzzi	Chairman	1/1/2020-8/5/2020	2019
(I)		Compensation in the company preparing the financial statements		30,000	50,000					1,723	81,723
(II)	Compensation from subsidiaries and associates				16,666						16,666
(III) Total				30,000	66,666					1,723	98,389
Maurizio Sella	Director	1/1/2020-8/5/2020	2019
(I)		Compensation in the company that edits the financial statements		15,000			7,500 2				22,500

(1) Approval of the financial statements

(2) Remuneration received as a member of the Control and Risk Committee (€5,000) and of the Related Party Committee (€2,500)

Statutory Auditors' Committee

Name and surname	Office	Period for which the office was held	Expiry of office (1)	Fixed compensation	Variable non-equity remuneration		Total
					Bonuses and other incentives	Profit sharing
Fabrizio Riccardo Di Giusto	Chairman of the Statutory Auditors' Committee	1/1/2020-31/12/2020	2022
(I) Compensation in the company preparing the financial statements				67,500			67,500
Paola Lucia Giordano	Member	1/1/2020-31/12/2020	2022
(I)		Compensation in the company preparing the financial statements		45,000			45,000
(II)	Compensation from subsidiaries and associates			18,416			18,416
(III) Total				63,416			63,416
Giorgio Zoppi	Member	1/1/2020-31/12/2020	2022
(I)		Compensation in the company preparing the financial statements		45,000			45,000
(II) Compensation from subsidiaries and associates 38,378							38,378
(III) Total				83,378			83,378

(1) Approval of the financial statements

Other Key Management Personnel

Name and surname	Office	Period for which the office was held	Expiry of office	Fixed compensation as an employee	Compensation for participation committee	Variable non-equity remuneration		Non-monetary benefits	Other remuneration	Total
						Bonuses and other incentives	Profit sharing
Massimo Toso	CEO Buzzi Unicem USA	1/1/2020-31/12/2020
Compensation from subsidiaries 1 (II)		525,302		253,484 2	102,665 3		881,451
Dirk Beese	CEO Dyckerhoff	1/1/2020-31/12/2020
(II) Compensation from subsidiaries			575,004		241,931 2		227,693 4		1,044,628
	Other Key Management Personnel 5
(I)		Compensation in the company that edits the financial statements		479,761		113,572 2		27,019 6		620,352
(II)	Compensation from subsidiaries			176,094		60,365 2		27,301 7		263,760
(III) Total				655,855		173,937		54,320		884,112

(1) The remuneration to the CEO Buzzi Unicem USA is paid in USD. The table shows the corresponding amounts in euros based on the average EUR/USD exchange rate for the year 2020

(2) Monetary incentive relating to the variable part of the remuneration paid in 2021 based on the achievement of the objectives assigned for 2020

(3) It includes payment for the purposes of future retirement benefits in Italy for €72,373

(4) It includes portion of provision for the purposes of future pension treatment for €216,330

(5) It includes no. 4 Key Managers

(6) It includes annual fee paid by the company to the supplementary pension fund for €18,846

(7) It includes portion of provision for future retirement benefits for €19,209

TABLE 3B: Monetary incentive plans for members of the administrative body, general managers and other key management personnel

A B		(1)		(2)			(4)
			Bonus of the year			Other Bonuses
			(A)	(B)	(C)	(A)	(B)	(C)
			Payable/Paid	Deferred	Deferral period	Not payable anymore	Payable/Paid	Still deferred
Name and surname	Office	Plan
Michele Buzzi	CEO
Compensation in the company preparing the financial		MBO 2020	1 108,463
statements		LTI 2020-2022		54,335 2
Pietro Buzzi	CEO
Compensation in the company preparing the financial		MBO 2020	1 107,784
statements		LTI 2020-2022		54,000 2
Massimo Toso	CEO Buzzi Unicem USA
		MBO 2020	1 253,484
Compensation from subsidiaries		LTI 2020-2022		52,530 2
Dirk Beese	CEO Dyckerhoff
		MBO 2020	1 241,931
Compensation from subsidiaries		LTI 2020-2022		57,500 2
Other key management personnel		MBO 2020
(I) Compensation in the company preparing the financial statements			1 113,572
(II) Compensation from subsidiaries			1 60,365
(III) Total			173,937

(1) Monetary incentive relating to the variable part of the remuneration paid in 2021 based on the achievement of the objectives assigned for 2020

(2) This amount represents the maximum payable amount pertaining to 2020 against the achievement of the maximum level of the objectives assigned with the 2020-2022 LTI plan. The disbursement of this amount is subject to verification of the achievement of the objectives assigned to be carried out with the approval of the financial statements for the year 2022

DIAGRAM 7-TER

Table 1: Equity investments of members of the administrative and control bodies and general managers

Name and surname	Office	Investee company	Number of shares held at the end of the previous year (31/12/2019)	Number of shares purchased	Number of shares held at the end of the current year (31/12/2020)
Directors
Veronica Buzzi	Chairman	Buzzi Unicem SpA	60,300 ord.		60,300 ord.
		Buzzi Unicem SpA	75,130 sav.	10,600 sav.	85,730 sav.
Michele Buzzi	CEO	Buzzi Unicem SpA	31,130 sav.		31,130 sav.
	CEO	Buzzi Unicem SpA	2,560 ord.		2,560 ord.
Pietro Buzzi		Buzzi Unicem SpA	38,610 sav.		38,610 sav.
Paolo Burlando	Director	Buzzi Unicem SpA	11,000 sav.	2,000 sav.	13,000 sav.
Luigi (Gigi) Buzzi	Director	Buzzi Unicem SpA	50,364 sav. (1)		50,364 sav.
Giovanna Vitelli	Director	Buzzi Unicem SpA	8,300 ord. (1)		8,300 ord.

(1) possession as at 8 May 2020, date of acceptance of the office

Directors in office until 8 May 2020
Name and surname Office		Investee company	Number of shares held at the end of the previous year (31/12/2019)	Number of shares purchased	Number of shares sold	Number of shares held at the date of termination of the office (8/5/2020)
Enrico Buzzi	Chairman	Buzzi Unicem SpA	1,000 ord. (1)			1,000 (1) ord.
		Buzzi Unicem SpA	210,000 sav.			210,000 sav.
Maurizio Sella	Director	Buzzi Unicem SpA	6,030 sav.			6,030 sav.

(1) possession of the spouse

Table 2: Equity investments of other key management personnel

No. of key managers	Investee company	Number of shares held at the end of the previous year (31/12/2019)	Number of shares purchased	Number of shares sold	Number of shares held at the end of the current year (31/12/2020)
6	Buzzi Unicem SpA	2,250 ord.			2,250 ord.
	Buzzi Unicem SpA	24,840 (1) sav.	3,650 sav.		28,490 sav.

(1) It takes into account the purchase of no. 1,896 savings shares and the disposal of no. 7,946 savings shares carried out during 2019, not included for mere clerical error in the table attached to the Report on remuneration policy and compensation paid of 25 March 2020