d'Amico International Shipping S.A.

Remuneration Information • Mar 14, 2024

REPORT OF THE BOARD OF DIRECTORS ON REMUNERATION AND COMPENSATION PAID

to the Annual General Meeting of the Company's Shareholders to be held on April 23rd, 2024

LETTER OF THE CHAIRMAN OF THE NOMINATION AND REMUNERATION COMMITTEE

Dear Shareholders,

As Chairman of the Nomination and Remuneration Committee of d'Amico International Shipping, I am pleased to present the 2023 Report on Remuneration Policy and Compensation Paid.

The Committee has drafted and submitted to the Board of Directors a remuneration policy for 2023 which, in the absence of regulatory updates, is positioned in continuity with the past in terms of content and intends to be as clear and transparent as possible to read, which starts from the description of the Governance process, defines the purposes and then provides a framework for the components of remuneration.

The remuneration policy of the Company intends to ensure alignment with international best practices and compliance with the reference legislation in order to support the Group's strategy.

In this sense, this Policy takes into account the business context in recent times characterized by a strong volatility due to the evolution and transformation scenarios that the shipping industry is facing.

In this context, among other things, the theme of sustainability in its reverberation on corporate strategies will not fail to be accepted in remuneration policies: the objective of generating value in the long term will be increasingly based on the link between "sustainability" of the business and income parameters that ensure economic and financial performance and soundness of the business.

The d'Amico Group has embarked on a path of gradual rapprochement to the United Nations' Agenda 2030, so as to make the contribution that choices and activities make to the achievement of sustainable development objectives credible and verifiable, considering in particular the application of adequate remuneration and economic benefits for personnel that include adequate social protection.

On the other hand, clear and transparent governance processes will increasingly guarantee the validity of remuneration policies and their functionality in the implementation of company strategies also with a view to attracting and retaining talent.

The aims of the Remuneration Policy presented here are therefore twofold, intending to enhance the value of the fixed component in order to limit the assumption of excessive risks, and at the same time to incentivize the commitment to improving company performance and the commitment to developing a sustainable business, aligning the interests of the beneficiaries with those of the shareholders.

Emblematic in this regard is the launch of the new LTI Plan, which contributes to the pursuit of the company's long-term interests and sustainability from economic, social and environmental perspectives.

I trust that this Report provides evidence of our ongoing commitment to ensure adequate representation to our Shareholders and to the market of the purposes underlying the remuneration strategy adopted by d'Amico International Shipping, in support of its business objectives and in line with corporate values and principles.

Finally, on behalf of the Committee, I would like to thank Shareholders for taking the time to read this Report and for the support I hope will be given to the implementation of the policies contained herein.

14th March 2024

Chairman of the Committee

Tom Loesch

TABLE OF CONTENTS

EXECUTIVE SUMMARY OF THE REMUNERATION POLICY 2024	4
INTRODUCTION	7
	9
SECTION I	10

1	ROLES AND RESPONSIBILITIES OF THE BODIES INVOLVED IN THE PROCESS OF PROVISION AND IMPLEMENTATION OF
	REMUNERATION POLICIES	10
1.1	SHAREHOLDERS' MEETING	10
1.2	BOARD OF DIRECTORS	10
1.3	NOMINATION AND REMUNERATION COMMITTEE	11
1.4	CHIEF EXECUTIVE OFFICER	13
1.5	HUMAN RESOURCES	13
1.6	INTERNAL AUDITING	13
1.7	INDEPENDENT AUDITORS	13
1.8	EXTERNAL ADVISORS USED IN CREATING THE REMUNERATION POLICY	13
2	REASONS AND PURPOSES PURSUED THROUGHT THE REMUNERATION POLICY	14
3	LINK BETWEEN REMUNERATION POLICY AND THE COMPANY'S STRATEGIC DIRECTIONS	15
4	REMUNERATION STRUCTURE	16
4.1	RECIPIENTS OF THE REMUNERATION POLICY	16
4.2	FIXED REMUNERATION POLICY	17
4.3	VARIABLE REMUNERATION POLICY	17
4.4	ADDITIONAL ELEMENTS OF REMUNERATION	21
5	LINK BETWEEN THE CHANGE IN RESULTS AND VARIABLE REMUNERATION	21
6	TREATMENT PROVIDED IN CASE OF EARLY TERMINATION OF THE EMPLOYMENT RELATIONSHIP	21
	SECTION II	23
1	IMPLEMENTATION OF REMUNERATION POLICY IN 2023	23
2	GOVERNANCE	23
2.1	MEETINGS AND COMPOSITION OF THE NOMINATION AND REMUNERATION COMMITTEE	23
2.2	EXTERNAL CONSULTANTS	23
3	VARIABLE AND FIXED REMUNERATION	24
4	INDEMNITY IN THE EVENT OF THE EARLY TERMINATION OF THE RELATIONSHIP OR OF OFFICE	25
5	PAY FOR PERFORMANCE	25
	GLOSSARY	38

EXECUTIVE SUMMARY OF THE REMUNERATION POLICY 2024

At the last Shareholders' Meeting held on April 18, 2023, the Report on Remuneration Policy 2023 and Compensation Paid 2022 received a positive opinion on its substance and content, which led to an assessment of substantial continuity with the past. In any case, in the section that examines the voting performance of the past five years, the Company informs about the more punctual activities that have been carried out in connection with the results.

To offer an organic overview of the Policy the document starts with the description of the Governance process for the definition of the Policy, the purposes are defined next, then it is provided the composition of the remuneration package, succeeded by a description of any ex-post correction clauses. This is followed by Section II which provides details of the compensation paid for 2023.

In addition, with the aim of offering greater usability and synthesis of the contents, compared to the past, more detail is provided on the contents of the Policy in the Summary Table in this paragraph.

2024 REPORT ON THE REMUNERATION POLICY AND COMPENSATION PAID

Subject	Purpose	Contents	Reference
Governance	The Governance process for the definition and approval of the Remuneration Policies is determined in order to ensure maximum transparency, clarity and reliability of the decision-making processes. Furthermore, through the involvement of the corporate functions of Human Resources and Internal Audit, the aim is to align the Policies to market practices and ensure the proper management of the impacts that the adopted Policy might have on the Strategic Risk Management Policy. The Shareholders' Meeting casts a consultative vote on Sections I and II of the Policy (in line with applicable Luxembourg legislation) approved by the Board of Directors after hearing the opinion of the Nomination and Remuneration Committee.	Section I, Par. 1
Remuneration Policy	The purposes of this policy are defined in accordance with the recommendations of Borsa Italiana's Corporate Governance Code and aim to: o attract, hire and retain individuals characterized by professionalism and skills suited to the needs of the Company. o provide an incentive to strengthen the commitment to improving company performance	Remuneration packages are composed of the following component of remuneration: o Fixed component of remuneration o Short-term variable component o Long-term variable component (partly share-based) o Benefits	Section I, Par. 4
Fixed component of remuneration	The fixed component is defined in such a way as to allow the variable part to decrease significantly or go to zero, in relation to the results actually achieved, so as to discourage high-risk initiatives focused on short-term results, which could jeopardise sustainability and the creation of value in the medium and long term.	The Shareholders' Meeting resolves the total amount of fixed remuneration for Directors' fees, totaling € 330,000, and authorizes the Board of Directors to allocate this amount among the Directors, including those who hold special offices. For executive directors, a fixed fee is established to remunerate their professionalism and expected level of responsibility. Complementing the fixed component are non-monetary benefits	Section I, Par. 4.2
Short-term variable component	The short-term variable component promotes and enhances the achievement of results linked to annual targets. It also aims to make the link between economic recognition and goal achievement transparent.	Beneficiaries: Executive Directors, Directors with special offices, Top Management, Roles supporting the Company's business. Exceeding the trigger threshold of the plan, the sizing of the Bonus Pool will take place by allocating up to 5 percent of DIS's consolidated EBITDA.	Section I, Par. 4.3
Long-term variable component	The long-term variable component is defined in such a way as to align the interests of the stakeholders with the achievement of the priority objective of creating value for the shareholders and	This is a mixed cash and instruments plan for Executive Directors and "strategic" Personnel identified by the BoD.	Section I, Par. 4.3

	is functional to the pursuit of the sustainable success of the Company.	The condition for access to the Plan is an average ROCE above 5% achieved in the vesting period. A share of the extra EBIT generated relative to average EBIT in the vesting and EBIT with ROCE at 5% is then allocated. Payment is made based on the achievement of KPIs and the application of a corrective mechanism defined on the basis of benchmarking compared with a panel of "peer" companies. Payment involves 70% upfront cash and 30% deferred in shares (2-year deferral)
Additional element of remuneration	Additional elements of remuneration are intended to build ad hoc compensation packages to ensure the attractiveness of DIS with respect to talent entry.	The Company does not normally award discretionary one-off bonuses or retention bonuses. However, on an exceptional basis, limited to the first year of employment, and no more than once to the same person, variable remuneration may be awarded as an entry bonus.	Section I, Par. 4.4
Ex-post corrections	These are clauses that allow the company to protect itself from fraudulent behavior and data proven to be incorrect that may have triggered the bonus payments.	The Company applies ex-post correction clauses (malus and clawback) that allow it to request the return or not to proceed with the payment of deferred components of the variable part. For the Long-Term Plan, it is noted that the claw back clauses shall be applied within 3 (three) years from the end of the vesting period.	Section I, Par. 5
Severance	These are ex ante agreements that protect the company from competitive risk and potential labor litigation.	No agreement has been defined that provides for the payment of an indemnity for the termination of the relationship or office, nor for Executive Directors, other directors holding particular positions or for Top Management. Non-competition agreements: at the date of this Report, no non-competition agreements have been entered into for key figures	Section I, Par. 6

INTRODUCTION

Compliant with the current regulations, the 2024 Remuneration Policy regarding the Members of the Board of Directors, and the Top Management d'Amico International Shipping (hereinafter, "the Company" or "DIS") is defined herein.

This report, drawn up pursuant to legislation in force¹ and approved by the Board of Directors on 14 March 2024, on proposal of the Nomination and Remuneration Committee, is divided into two sections:

I. Section on the annual remuneration policy for 2024

• a. Provides a description of the procedures used for the definition and implementation of said policy;
• b. Illustrates the policy adopted by DIS on remuneration of members of the Board of Directors, of Directors with specific duties and of Top Management as far as the year 2024 is concerned.

II. Section on the compensation paid for the previous year (2023)

• a. contains the detailed information related to the implementation of policies of the previous year 2023 and the operation mechanisms of the incentive systems adopted.
• b. adequately shows each of the items that make up the remuneration and analytically displays compensation paid by DIS and the subsidiaries or associates during the year concerned for any reason and of any type. It also highlights any parts of the aforementioned compensation regarding activities carried out in years prior to the reference year and also shows compensation to be paid in one or more subsequent years, based on activity carried out during the reference year; potentially giving an estimated value for parts that are not objectively quantifiable in the reference year.

The information will also be made available on the website of the Company (www.damicointernationalshipping.com).

Considering the fact that the Company's registered office is in Luxembourg, and it is listed on the STAR segment of the Italian Stock Exchange, this document has been prepared in compliance with the applicable Luxembourg laws and regulations¹ , with the company's Articles of Association, and, where relevant, with the Corporate Governance Code (Codice di Corporate Governance di Borsa Italiana) and the Regulation for companies listed on the stock exchange (Regolamento Emittenti CONSOB)

Moreover, in accordance with the provisions of Article 7 bis of Grand Ducal Law no. 562 of 1 August 2019, both sections of the Report on Remuneration Policy and Compensation Paid (sections I and II) are subject to approval by the Shareholders' Meeting by means of a vote.

The company pays compensation only based on a remuneration policy voted in the general Shareholders' Meeting.

If the Shareholders' Meeting rejects the Remuneration Policy subject to a consultative vote, the Company shall submit a revised Policy to the next Shareholders' Meeting to a vote.

¹ Reference is made, in particular, to Grand Ducal Law of 1 August 2019, which amends Law dated 24 May 2011 to endorse the European Directive 2017/828 (SHRD 2), published in Memorial A of 20 August 2019. The Report is also drawn up, where relevant, in compliance with the Corporate Governance Code approved by the Corporate Governance Committee of Borsa Italiana on 31 January 2020, applicable from the first financial year beginning after 31 December 2020).

TREND IN OUTCOMES OF VOTING ON THE ANNUAL REMUNERATION REPORT (2019-2023)

The following is the trend in the shareholders vote on the Report over the past five years.

The Company has always paid attention to the shareholders vote, so that the increase in 2023 of the percentage of those ones voting against the Policy has deserved even more attention and request of feedback from Investor Relations. Yet, since the majority of voting shareholders expressing against the Policy had considered the recommendations of the Proxy Advisors, it is no possible to obtain specific information on their motivation. The Company, in any case, remains strongly committed to providing an increasingly clear and transparent representation of its policies to let the shareholders be more and more aware of the strategic guidelines on remuneration.

	2019	2020	2021	2022	2023
Abstained	0%	0%	0%	0%	0%
Against	0%	0%	0%	1,5%	9%
In Favour	100%	100%	100%	98,5%	91%

SECTION I (2024) d'Amico International Shipping S.A.

SECTION I

1 Roles and responsibilities of the bodies involved in the process of provision and implementation of remuneration policies

In compliance with the Articles of Association, the recommendations of Article 5 of the Corporate Governance Code of Borsa Italiana (hereinafter, the "Corporate Governance Code") - which the Company has adopted - and with laws applicable on each occasion, the approval processes of the remuneration of Executive Directors, non-executive Directors, other Directors with specific duties and Top Management involve the following:

• Shareholders' Meeting
• The Board of Directors
• Nomination and Remuneration Committee
• Company's Function of Human Resources and Internal Auditing
• Independent Auditors

In addition, the Company employs consultants and adopts market benchmarks in setting Compensation Policies.

1.1 Shareholders' Meeting

In compliance with the Articles of Association of the Company, the compensation of the members of the Board of Directors is established by the Shareholder's Meeting and the Board of Directors may determine the compensation of the Directors who are in charge of specific duties.

The Shareholder's Meeting may nevertheless establish a maximum total gross amount for the remuneration of all Directors, including those with specific duties, assigning and authorizing the Board of Directors - on the recommendation of the Nomination and Remuneration Committee - to allot said amount among all of its members, whether executive Directors or non-executive, including therein, if approved by resolution, parties covering specific duties.

The Shareholders' Meeting is called upon to examine and evaluate (in line with the Luxembourg legislation implementing European Directive SHRD2):

• 1) the Remuneration Policy contained in Section I of the Report, in order to express a consultative vote; and
• 2) section II on the Compensation paid for the previous year, in order to express a consultative vote.

1.2 Board of Directors

The Board of Directors - in its role of strategic supervision - defines and re-examines, at least annually, the Remuneration Policy of the Company and is responsible for its proper implementation.

The Board is the final body in charge of the approval and maintenance in effect of the Remuneration Policy adopted by the Company, with the duty of supervising its application and approving any exceptions or amendments aided by the Nomination and Remuneration Committee and, if necessary, of the respective company departments concerned.

In compliance with the Articles of Association of the Company, and subject to the authorization of the Shareholders, the Board of Directors allots the gross total amount of compensation to Directors and can determine the compensation of the Directors who have specific duties within the Company on proposal of the Nomination and Remuneration Committee.

Moreover, the Board of Directors identifies Top Management and, on proposal of the Nomination and Remuneration Committee, proposes to the CEO the guidelines in order to establish and to maintain in effect a Remuneration Policy for Top Management.

1.3 Nomination and Remuneration Committee

In compliance with recommendations contained in Articles 4, 5 and 6 of the Corporate Governance Code of Borsa Italiana then in force, and with Article 2.2.3 of the Regulation of markets organized and managed by Borsa Italiana S.p.A., the Board of Directors' meeting held on 6 May 2008 approved a resolution, inter alia, for the establishment of a Nomination Committee and of a Remuneration Committee.

On 28 April 2009, the Board of Directors passed a resolution to approve the merging of the two aforementioned committees into one, the Nomination and Remuneration Committee, assigning to it all the functions required by the Corporate Governance Code of Borsa Italiana then in force.

The establishment of the Nomination and Remuneration Committee was confirmed by a written approval of the Directors of the Company on 10 December 2012 by which the aforementioned Committee was attributed the duties required by the Corporate Governance Code of Borsa Italiana, as amended² .

The Nomination and Remuneration Committee is composed of non-executive members of the Board of Directors, all of them Independent Directors with adequate experience in accounting and finance, as evaluated by the Board of Directors. In compliance with the recommendation contained in Article 5 of the Corporate Governance Code, the Chairman of the Committee is an Independent Director, and in particular holds the office of Lead Independent Director.

In 2024 the Nomination and Remuneration Committee is composed of the following non-executive board members:

President	Independent Director	Tom Loesch
Members	Independent Director	Monique I.A. Maller
	Independent Director	Marcel C. Saucy

The Nomination and Remuneration Committee has powers of proposal, consulting and instructing, which are exerted in the formulation of proposals, recommendations, and opinions with the objective of enabling the Board of Directors to adopt its own decisions with greater awareness.

The Nomination and Remuneration Committee is in charge, among other responsibilities, of the following:

• ❖ submitting proposals to the Board of Directors on defining and maintaining in effect a Remuneration Policy of the executive Directors and other Directors with specific duties, as well as issuing guidelines, on the proposal of the CEO, on defining and maintaining in effect a Remuneration Policy of Top Management, in compliance with what has been established, from time to time, by the Board of Directors of the Company or of its subsidiaries. Said Policy comprises all types of compensation, including in particular fixed remuneration and the remuneration systems linked to performance.
• ❖ submitting proposals related to remuneration systems linked to performance accompanied by recommendations on respective objectives and evaluation criteria, with particular attention to the alignment of the compensation with the long-term interests of shareholders and fixed objectives of the Board of Directors of the Company.
• ❖ periodically assessing and checking, also based on information received by the CEO and by company departments, the adequacy and coherent and effective implementation of the remuneration policy, specifically verifying the achievement of performance objectives.

² To date, the duties of the Committee are aligned with the provisions of Article 5 of the Corporate Governance Code of Borsa Italiana.

❖ assisting the Board of Directors in supervising the process aimed at verifying that the Company fulfils all existing provisions on disclosure of the elements contained in the remuneration (with specific reference to the application of the remuneration policy and the attribution of individual remuneration).

Regarding the remuneration of Executive Directors, and of other Directors with specific duties, the Nomination and Remuneration Committee:

• ❖ may forward proposals to the Board of Directors on individual remuneration to be attributed, ensuring that said proposals are in line with the remuneration policy adopted by the Company and with the performance evaluation of concerned Directors, having comprehensively collected information on the total compensation obtained by Directors from other subsidiaries of the Company.
• ❖ submits related proposals to the Board of Directors about the contract format.

As far as the stock-based remuneration plans that may be implemented for Executive Directors, Top Management or other employees, the Nomination and Remuneration Committee:

• ❖ examines, with the Board of Directors, the proposal about the allotment of said systems of remuneration as part of the remuneration policy, submitting suggestions in this regard.
• ❖ verifies the information provided on the above-mentioned topic in the Annual Financial Report and, where necessary, at the Shareholder's Meeting.
• ❖ submits to the Board of Directors proposals on assignment of options with the right to subscribe shares and assignment of options to purchase shares, specifying the reasons for that choice as well as the relevant consequences.

The Nomination and Remuneration Committee reports to the Shareholders' Meeting; for this reason, the Chairman of the Committee or one of its members participates in the Annual Shareholder's Meeting.

The Nomination and Remuneration Committee is convened with adequate frequency for the proper implementation of its functions. The Director of the Human Resources Department routinely participates in the meetings. From time to time, the Chairman may invite other members of the Board of Directors or company department managers or third parties to the meetings of the Committee, where their presence may facilitate the functions of the Committee. No Director takes part to the meetings of the Committee in which proposals are formulated to the Board of Directors about its own remuneration, unless dealing with proposals that regard the overall members of the Committees established by the Board of Directors. For the validity of the Committee meeting, the majority of members in office must be present. Resolutions of the Committee are passed by absolute majority of those ones who are present; in case of a tie, the vote of the Chairman prevails.

The Chairman of the Committee reports to the Board of Directors, at least annually, regarding the activity carried out by the Nomination and Remuneration Committee.

The Committee's activities are part of an annual process of monitoring and review of remuneration policies:

1.4 Chief Executive Officer

The CEO, within the framework of the assigned powers, ensures that management of remuneration of Top Management is implemented in compliance with the guidelines approved by the Company.

1.5 Human Resources

The Human Resources Department collaborates with the competent departments in defining remuneration policy, initially proceeding to analyze the related regulations and study trends and practices of the market on the matter.

In addition, also with the potential support of the Company departments concerned, the Department:

• ❖ Guarantees the consistency of the remuneration structure with (i) the guidelines approved by the Company and (ii) current legislation and that applicable on each occasion (in the latter case with the support of the Legal Department);
• ❖ provides support with the drafting of the Report on the Remuneration Policy and Compensation Paid adopted by the Company;
• ❖ launches and manages the process of assigning and final reporting on the performance objectives of the recipients of the remuneration policy;
• ❖ coordinates and strengthens the ability to monitor the coherent and effective application of the remuneration policy adopted by the Company;
• ❖ upholds the contractual terms and conditions.

1.6 Internal Auditing

The Internal Auditing Department may carry out independent reviews of the effects that the remuneration policy adopted by the Company could have on Strategic Risk Management Policy.

1.7 Independent auditors

The independent auditors assigned to audit the financial statements, in line with the new reference framework for listed companies, verifies annually that directors have drawn up Section II of the Report, through a mere control of the form of the publication of information, without expressing an opinion on that information, either as being consistent with the financial statement or complying with the rules, equivalent to that set out for the audit of the preparation of the nonfinancial report ("NFR") pursuant to Italian Legislative Decree 254/2016.

1.8 External advisors used in creating the Remuneration Policy

No advisors were involved in the drafting of the policy.

Benchmarks

To adopt effective salary practices that also can appropriately support business strategies and resource management, general market trends are continuously monitored to correctly define competitive compensation levels and ensure internal fairness and transparency.

Participation in compensation surveys on specific panels of companies operating in one or more reference markets and corresponding to organizational profiles that match similar roles and positions, allows for the recording of benchmarks for the fixed and the variable component as well as the total remuneration.

For said reasons the appointed departments ensure the constant participation in remuneration surveys and studies, implemented by the leading national and sector players.

2 Reasons and purposes pursued throught the Remuneration Policy

The duration of this policy is one year, with no possibility for the Company to derogate from it during the period of validity and it is defined in line with the recommendations of the Corporate Governance Code (with some principles of application referenced below) and pursues both the objective of:

• attracting, hiring and retaining personnel with the level of professionalism and skills suited to the needs of the Company (Article 5 of the Code),
• providing an incentive to strengthen the commitment to improving company performance, through personal satisfaction and motivation.

Moreover, the implementation of the remuneration policy allows a better alignment between the interest of the Company and that of the management team of DIS, based on both a short-term perspective, by maximizing value creation, and in the long-term, through careful management of business risks and the pursuit of long-term strategies.

In this regard, the remuneration and incentive criteria based on objective parameters linked to the Company performance and in line with medium/long-term strategic goals, are able to better stimulate the engagement of all the persons involved and consequently to better meet the interests of the Company.

In particular, in order to strengthen the connection between remuneration and the long-term interests of the Company, the Remuneration Policy provides that:

	CORPORATE GOVERNANCE CODE
Art. 5, Recommendation 29	❖	the compensation of non-executive Directors is commensurate to their responsibilities, professionalism and the commitment required by the duties assigned to them within the Board of Directors and the Board Committees;
Art. 5 Recommendation 29	❖	unless otherwise approved by the Shareholders' Meeting, non-executive Directors are excluded from participating in variable type incentive plans;
Art. 5 Recommendation 27 points. a, b, c	❖	the remuneration structure for the CEO and for the Top Management is an adequate balance between: i) a fixed component and ii) a variable component which is set up to a maximum amount, based on predetermined, measurable objectives, and aimed to link remuneration to performance actually achieved, taking into account the risks connected to the business performed;
Art. 5, Recommendation 27 point c	❖	the variable part is distributed subject to achievement of the performance objectives. Said objectives are predetermined, measurable and in line with the company's strategic objectives, for the purpose of promoting its sustainable success. They are indicative of the efficiency and effectiveness of the Company, as well as the capacity of the latter to remunerate capital invested and to generate medium to long-term cash flow for shareholders;

Art. 5, Recommendation 27 point d	❖	in the event in which a person has the right to variable remuneration, and the same reaches a predetermined percentage of the fixed amount, the payment of a substantial part of said variable remuneration is postponed for a period ranging from 12 to 18 months;
Art. 5, Recommendation 27 point e	❖	contractual agreements allow the Company to ask for restitution, of all or part of variable components of the remuneration paid, where these variable components have been determined based on data that are later proved to be incorrect.

Non-monetary benefits are consistent with the local regulations, with the aim of completing and adding value to the total compensation package taking into account the roles and/or the responsibilities attributed, favoring social security and insurance components.

The Company has also accepted the results of a process conducted by the parent company d'Amico Società di Navigazione which, through the involvement of internal and external stakeholders, has identified those areas of activity that have a direct or indirect impact on the ability to create and preserve economic, social and environmental value, defining their level of relevance and priority also to the aim to address the company's commitment to sustainability on a strategic level.

The d'Amico Group has also embarked on a process of gradual rapprochement with the United Nations 2030 Agenda, so as to make credible and verifiable the contribution that the company's choices and activities make to the achievement of sustainable development objectives, considering in particular the application of adequate salaries and economic benefits for staff that ensure adequate social protection.

The Company, to ensure compliance with the requirements of the European Regulation (EU Directive 95/2014) and the consequent references to accounting representation standards (Global Reporting Initiative and IFRS Sustainability Disclosure Standards), has implemented in in the Financial Statements 2022 the "Non-Financial Statement" Section, giving evidence of the activities attributable to its commitment to ESG matters.

In this direction can be understood the confirmation in the DIS long-term incentive system that introduced specific targets for measuring the environmental impact of the managed fleet

The remuneration policy applied is, therefore, aimed at enhancing sustainable performance and the achievement of strategic priorities in both the short and long term.

3 Link between Remuneration Policy and the Company's strategic directions

DIS's strategy for the coming years is moving toward directions of further growth in results. The last few years have seen excellent performance levels and extremely significant economic growth, which are an additional stimulus for the future. In this context, ESG issues play a key role in achieving these goals. They are, in fact, integrated into DIS's strategy through specific objectives related to operational activities and technological investments aimed at improving the energy efficiency of the fleet.

In addition, the Company is taking all necessary steps to comply with the Directive on Corporate Sustainability Reporting (EU Directive 2022/2464), confirming its commitment to orienting its strategy towards a sustainable future. As part of this process, the Annual Report with an integrated approach has for a couple of years now introduced the reporting of ESG performance, measured by specific KPIs.

This not only allows the company to communicate information on its economic performance, impacts and its contribution to sustainable development, but also helps to strengthen the company's positioning, thus improving its access to credit lines, and its positioning to any other stakeholder.

During 2023, DIS conducted its first "dual materiality" assessment, which resulted in the definition and evaluation of the impacts, risks, and opportunities (IROs) that characterize its business operations and business relationships.

The assessment explores the interactions between the company and its stakeholders from two complementary perspectives: internal-outward perspective (impact assessment) - assessing the impacts caused by DIS's business operations on its stakeholders and the environment; external-inward perspective (financial assessment) - assessing the risks and opportunities caused by social and environmental changes on DIS's business operations and growth prospects.

The remuneration policy contributes to the company's strategy, the pursuit of long-term interests and sustainability, including through the Long-Term Plan (partly delivered in shares) aimed at integrating both economic/financial objectives and ESG priorities related mainly to the reduction of CO² emissions. In addition, again with a view to proper risk management, ex-post correction mechanisms are provided for incentive systems to ensure sustainability in payments.

4 Remuneration structure

The remuneration structure adopted for Executive Directors, for Directors with specific duties and for Top Management envisages a fixed component, that rewards the role covered and the scope of responsibility, reflecting experience, know-how and abilities required for each position , and a variable incentive component that seeks to recognize the results achieved, enabling a direct link between the compensation and actual results of the company and of individuals, in the short-term and in the medium-long term.

Other components of the compensation package are comprised of non-monetary benefits (e.g. health insurance and D&O Policy) while no insurance or social security coverage is provided other than that required as per mandatory requirements.

The Remuneration Policy with regard to the duration of contracts or agreements with management and notice periods, supplementary pension or early retirement plans, termination conditions and payments related to termination shall implement the applicable national collective bargaining agreement when applicable, however based on the best market practices.

4.1 Recipients of the remuneration policy

This Remuneration Policy applies to the Members of the Board of Directors, and Top Management, in particular:

• ❖ Executive Directors and other Directors with specific duties, such as the Chairman and/or the CEO and/or the CFO of the Company;
• ❖ Non-executive and independent directors;
• ❖ Top Management is, from time in time, identified by the respective interested company, whether the Company or its subsidiary, including the Chief Operating Officer and the Head of Operations.
• ❖ The Remuneration Policy may also be applied to individuals who are identified by the DIS Board of Directors with key roles (e.g., business development/commercial roles) for the Company's activities who are employed by other d'Amico Group Companies and who are not consolidated by DIS and whose activities for DIS are managed through Infragroup service agreements.

With regard to the members of the control body, the Company does not appoint a Board of Statutory Auditors, as this is not contemplated by Luxembourg corporate law (lex societatis).

Remuneration of the Head of Control and Risk Management, of the Person in charge of Internal Controls and of the Manager responsible for preparing the company's financial reports

Since the role of Head of Control and Risk Management (Executive Director in charge of the Internal Control and Risk Management System) is held by the Chairman of the Board of Directors of DIS, there are no further significant provisions relating to his remuneration, neither in terms of fixed nor variable remuneration.

Since the person responsible for preparing the company's financial reports is the Chief Financial Officer - who is already covered by the policy applicable to Top Management - there are no further significant provisions relating to his remuneration, either in terms of fixed or variable remuneration.

The person responsible of Internal Auditing is external to the Company, employed by its indirect parent company. His remuneration consists of a fixed component plus an annual bonus based on objectives related to the effectiveness and quality of the control action to guarantee the independence of the function.

4.2 Fixed Remuneration policy

The weight of the fixed component in the total packages is as such to discourage initiatives focused on short-term results that could jeopardize sustainability and creation of medium/long-term value.

Moreover, the fixed component of remuneration is structured in such an amount to allow the variable component of total remuneration to decrease considerably or zero out, in relation to the results actually achieved and according to the key objectives and risk management policies of the Company.

The Shareholders' Meeting resolves the total amount for the remuneration for the roles of Directors, for a total of € 330,000, and authorizing and empowering the Board of directors to allocate the said amount amongst the Directors, including those vested with particular offices.

In particular, non-executive Directors are exclusively attributed a fixed remuneration.

The remuneration of executive directors and other directors who have specific duties as well as the compensation package of the Top Management may include non-monetary benefits such as social security and insurance components.

4.3 Variable Remuneration policy

The Variable Remuneration Policy applicable to Executive Directors, to other Directors with specific duties and to Top Management is defined to align the interests of the previously mentioned persons with the attainment of the priority objective of creation of value for shareholders and pursuit of the sustainable success of the Company. Moreover, the Variable Remuneration Policy takes into account best practices on remuneration policies in the industry.

The Company adopts a completely flexible policy for variable remuneration, meaning that the variable remuneration could decrease in case of negative performance, and in some cases, may be zero and is composed by:

• ❖ Short-term variable remuneration annual incentive plan
• ❖ Long-term variable remuneration LTI Plan

In line with the strategic risk management policy and the remuneration policy, Company Departments are engaged in defining the overall remuneration policy in order to support efficient risk management.

As mentioned above, non-executive directors (including independent directors) are not included among the recipients of the variable remuneration policy and related guidelines, since the remuneration of a non-executive director is not linked to the economic result achieved by the Company and its subsidiaries. Similarly, non-executive directors (including independent directors) are not included among the beneficiaries of share-based remuneration plans, unless otherwise decided by the Ordinary Annual Shareholders' Meeting, which must, in this case, justify its decision.

Variable Short-Term Remuneration

Beneficiaries

The perimeter of recipients of the annual incentive Plan includes various positions:

• ❖ Executive directors
• ❖ Directors with specific duties
• ❖ Top Management
• ❖ Supporting roles to Company business

Architecture

From year to year, DIS will assess a minimum performance level about EBITDA, which will serve as the gateway to the plan, in relation to assessments of sustainability of bonus pool and achievement of satisfactory performance levels to the point of rewarding plan beneficiaries.

Once the threshold for triggering the plan has been exceeded, as envisaged, the sizing of the Bonus Pool will take place by allocating up to 5 percent of DIS's consolidated EBITDA, which will then be allocated among the beneficiaries identified for the plan, through percentages defined ex-ante, based on strategic and organizational reasoning.

Variable Long-Term Remuneration

The year 2024 will see the start of the 3rd cycle of the medium-long term rolling variable incentive plan (LTI Plan), which considers the performance period 2024-2025 and envisages the awarding of a partly monetary and partly stock-based bonus, aimed at the corporate population considered strategic.

This plan confirms the main objective of aligning the interests of management and the long-term development of the Company and is determined in compliance with applicable compensation governance processes as well as disbursed under terms and conditions consistent with applicable regulations.

Below is a description of the LTI Planas defined by the regulation and information document published and approved at the Shareholders' Meeting of 18 April 2023.

Objectives and beneficiaries

The plan pursues the following purposes:

• o Align management interests with the achievement of objectives to generate value for shareholders in the medium and long term.
• o Focus the attention of Beneficiaries on strategic interests.
• o Increase the commitment of key resources and favour their retention in the Group.

The rolling medium/long-term 2023-2024 plan is geared towards directors of the Company and personnel that hold or carry out strategically important functions that merit a remuneration policy that increases their retention for the purpose of generating long-term value. The following are included among the Beneficiaries of the Plan:

• o Executive directors.
• o "Strategic" resources (also in commercial and operational departments).

Bonus pool determination and participation

The access condition for the Plan (i.e. Gate ex ante) is the average ROCE, calculated over the vesting period, which must be above 5%.

The mechanism for calculating the bonus pool follows a top-down logic and is determined as a percentage of EBIT. A bonus pool cap for the amount that can be distributed is also in place and linked to the average ROCE value achieved during the period (7.5%). Below is a detailed description of the process for activation and distribution of the Bonus Pool under the Plan:

	Activation of Bonus Pool (ex-ante Gate) Average ROCE 2024-2025 > 5%		Bonus Pool Activated
$\overline{2}$	Calculation of Bonus Pool EBIT medio 2024-2025 - EBIT (ROCE=5%)	Extra EBIT Generated	℅ Extra EBIT Extra EBIT Generated	€ Pool
	Distribution of Bonus Pool
	Beneficiari	% Bonus Pool per beneficiario
	Executive Chairman and CEO	%
$\overline{\mathbf{3}}$	Executive Director	%
	CFO	%
	COO	%
	Other Beneficiaries	%

Performance Objectives

Once the bonus pool is activated, the actual bonus given to Beneficiaries depends on the achievement of specific objectives by the end of the performance period, namely:

• o Adjusted ROCE3 measures the return on capital employed.
• o Hedging Effectiveness compares fixed-term agreements and spot agreements.
• o Daily G&A refers to the reduction in general and administrative costs per ship day available.
• o Daily direct operating costs to be calculated as the percentage reduction or increase in annual average daily direct operating costs.
• o Environmental impact of the owned, bareboat, and operated in the spot market fleet- to be calculated as the percentage reduction in average CO2 emissions per ton-mile.

These performance objectives, defined in close relation with the company's medium/long-term objectives and aligned with the strategic plan, have a different percentage weight and their evaluation is based on progressive thresholds (from minimum to maximum achievement), as seen in the table below:

Performance Indicator	Weight	Achievement Level	Pay-out
		Max	110%
Adjusted ROCE (a)	75.0%	Target	100%
		Min	70%
		Max	110%
Hedging Effectiveness (b)	5.0%	Target%	100%
		Min%	50%

³ Return on Capital Employed (ROCE) is "adjusted" by means of a matrix comparing the loan to value and hedging rate.

		Max	110%
Daily G&A (c)	5.0%	Target	100%
		Min	50%
		Max	110%
Direct Operating Costs (d)	5.0%	Target	100%
		Min	50%
EEDI/EEXI – CO2 per dwt ton-miles for owned		Max	110%
and bareboat vessels operated on the spot market (e)	5.0%	Target	100%
		Min	50%
		Max	110%
EEOI – CO2 per ton-miles for all owned and bareboat vessels (e)	5.0%	Target	100%
		Min	50%

Corrective mechanisms

Once the objectives have been evaluated and recorded, the actual quantification of the bonus is also subject to a relative indicator that measures shareholder return (Relative Total Shareholder Return) compared to an international reference panel consisting of the following companies: Ardmore, Skorpio Tankers , Hafnia Tankers and Torm which acts as a multiplier/demultiplier equal to +/- 10% of the amount determined.

Mechanism of the Plan

The plan is structured over 3 cycles, with a two-year performance, starting in 2022, 2023 and 2024. The reason for choosing a rolling plan with a 2-year vesting period is due to the peculiarity of the sector where DIS operates, which is a highly volatile market and an exogenous variable, freight costs, that are difficult to forecast.

The chart below shows the duration and operation of cycle III of the Plan:

The Plan envisages, after the vesting period of two years, the payment of a bonus that will be partly in cash (up-front 70%) and partly in DIS shares (deferral 30%), which will be made available after 1 and 2 years. In addition, the Company intends to use the treasury shares held in its portfolio to fulfil its obligations to allocate DIS Shares under the Plan.

The Beneficiaries shall have the right to receive the bonus accrued, in any event, only if they are in office or in their role at the end of the vesting period and in any event, at the time of payment, save for the right of the Board of Directors to decide on any exceptions to that rule.

For more details on the Long-Term Plan, refer to the specific information document published on the Company's website (www.damicointernationalshipping.com).

4.4 Additional elements of remuneration

It is Company policy not to assign Executive Directors or Top Management discretionary one-off bonuses including retention bonuses, in order to limit the risk of resignation of key figures.

As an extraordinary case, only with the view to attracting key figures from the market that cover positions deemed strategic, variable remuneration may be agreed, limited to the first year of employment, such as entry bonuses which, in line with market best practices, cannot be paid more than once to the same person. The payment of those elements of remuneration is non-discretionary in nature and is implemented as part of governance processes on remuneration.

5 Link between the change in results and variable remuneration

In consideration of the performance objectives adopted, the short- and long-term incentive systems seek to ensure an adequate connection between changes in results and changes in variable remuneration.

a) Malus

The Company adopts suitable contractual provisions that allows not to disburse all or part of the variable components (both short and long-term, whether in cash or paid in financial instruments), which have already vested or are vesting, to take account of the performance net of the risks effectively assumed or attained, of the equity and liquidity position of the Company or of the individual entity, as well as in the event of disciplinary measures in response to fraudulent behavior or gross negligence that harms the Company, on the part of the personnel to whom the incentive is intended.

For the Long-Term Plan, the deferred portions shall be effectively disbursed if the Gate (ROCE) to access the Plan is reached in the reference year.

b) Claw back

The Company also adopts claw back mechanisms (as far as legally applicable), on the basis of which the Company has the right to request the repayment of all or part of the variable components (both short and long-term, whether in cash or paid in financial instruments) disbursed in previous years, determined on the basis of data revealed to be manifestly incorrect, as well as in the event of disciplinary measures in response to fraudulent behavior or gross negligence that harms the Company on the part of the personnel to whom the incentive is intended, in consideration of the legal limits set.

For the Long-Term Plan, it is noted that the claw back clauses shall be applied within 3 (three) years from the end of the vesting period.

6 Treatment provided in case of early termination of the employment relationship

No arrangement is in place that envisages the payment of an indemnity for the termination of the relationship or of office, for Executive Directors, the other Directors with specific duties or for Top Management.

At the date of this Report, no non-competition agreements have been entered into for the recipients of this policy.

SECTION II (2023) d'Amico International Shipping S.A.

SECTION II

1 Implementation of Remuneration Policy in 2023

The remuneration system adopted by the Company for Executive Directors, for other Directors with specific duties and for Personnel with strategic responsibilities⁴ , in 2023 consisted of a pay-mix as such to ensure sound and prudent Group management, avoiding the assumption of excessive risks. This section seeks to illustrate the choices and the criteria adopted by the Company to establish fixed and variable remuneration in 2023. It should be noted that no exceptions to the policy presented in the previous report were made for this year.

More specifically:

• The first part contains detailed information related to the implementation of policies of the previous year and to the operating mechanisms of the incentive systems adopted; and
• The second part adequately shows, in table format, each item included in remuneration and analytically displays compensation paid by the Company and by subsidiaries or associates for any reason and of any type, in relation to the year concerned.

2 Governance

2.1 Meetings and composition of the Nomination and Remuneration Committee

The meetings held by the Nomination and Compensation Committee during 2023 are reported below.

Role	Members
Independent Chairman	Tom Loesch	9/02 8/03
Independent Director	Monique I.A. Maller	4/05 26/07
Independent Director	Marcel C. Saucy	14/12

2.2 External consultants

In 2023, the Company availed itself of a leading advisory company, operating in the shipping sector (Spinnaker), in order to guarantee maximum reliability of the support provided on the subject of remuneration, also with the help of compensation surveys conducted with reference to the industry databanks.

⁴ This means the persons having authority and responsibility for planning, directing, and controlling the activities of the Company, directly or indirectly, according to the definition set out in Attachment 1 to the CONSOB Regulations relating to Transactions with Related Parties. It is noted that, from 2021 that definition was replaced with "Top Management", pursuant to the Corporate Governance Code.

3 Variable and Fixed Remuneration

For 2023, the overall remuneration of the members of the Board of Directors and of Personnel with strategic responsibilities envisaged the disbursement of a fixed component, based on the office held, levels of skills, experience and impact on company results.

Fixed remuneration

For the purposes of determining the compensation levels of the Group, remuneration benchmarking analyses were used through a comparison of fixed and variable components related to a panel of companies of the shipping industry.

The fixed component is also determined considering the values of internal fairness along with professional characteristics, degree of availability on the market and company risk in the case of termination of the employment relationship.

Variable short-term remuneration

With reference to 2023, the minimum performance with respect to the budgeted EBITDA was exceeded, enabling the payment of the annual incentives, which will be paid after the approval of the Annual Report by the Shareholders' Meeting.

Variable long-term remuneration

The first cycle of the "Medium-Long Term Variable Incentive Plan 2022-2024" ended with 2023. The Board of Directors, having verified that the Gate had been exceeded (i.e. average ROCE achieved in the vesting period above 5%), the consequent activation of the Bonus Pool and the level of achievement of the targets set at the time, determined the amount to be awarded to each beneficiary.

The Plan provides for up-front cash disbursement (70% of the bonus) and deferral of the bonus recognized in shares (30%) over the two years following the performance period. The number of shares to be paid will be determined on the basis of the arithmetic average of the official closing market prices of DIS ordinary shares recorded in the month preceding the board resolution verifying the performance achieved in the corresponding vesting period (fair market value).

Disclosure of target achievement levels for the 1st cycle of the Plan is given below:

❖ Gate

After necessary adjustments to EBIT, ROCE for the period 2022 - 2023 was above the minimum threshold of 5.0%, which was required for plan activation.

❖ Bonus Pool

Bonus Pool (BP) corresponds to 10% of EBIT (after adjustment) in excess of that required to generate a 5% ROCE.

❖ Performance indicator

▪ Over-performance was achieved for three targets of the plan, allowing a payout of 110%. These targets are: 1) Adjusted ROCE, 2) EEXI/EEDI, CO2/ton-miles for ALL owned and bareboat vessels,

3) EEOI, CO2/ton-miles for owned and bareboat vessels operated on spot.

• In contrast, the other three objectives of the plan were not achieved.
• Application of TSR correction: achievement of target, payout +10% of Bonus Pool

Benefit

With regards to benefits, for the various categories of personnel, packages were offered with similar features for parties belonging to the same category. The main benefits granted to Personnel with strategic responsibilities in 2023 included:

• Healthcare insurance;

• Supplementary pension.

The Board members are beneficiaries of Directors & Officers (D&O) insurance coverage.

4 Indemnity in the event of the early termination of the relationship or of office

No ex-ante arrangement is in place that envisages the payment of an indemnity for the termination of the relationship or of office nor has any compensation been paid at this level for Executive Directors, the other Directors with specific duties or for Personnel with strategic responsibilities.

5 Pay for performance

In compliance with that set out in the Issuers' Regulation⁵ , disclosure is provided below, for the last five years, relating to:

• ❖ Change in the Company's results;
• ❖ Change in the average compensation based on Full-Time-Equivalent of employees other than for which disclosure is provided;
• ❖ Change on the total compensation of each of the parties for which name-specific disclosure is provided (i.e. Chairman and CEO and Executive Directors).

In view of the disclosure of the annual changes in remuneration, the company's performance and the average full -time equivalent remuneration of the company's employees other than managers during the last five years, illustrated below is a comparison between the Total Remuneration of the Board of Directors and the company performance. While, with reference to the DIS employee population, it should be noted that no average remuneration data is provided, given the small number of DIS employees. However, in relation to the disclosure request, it is noted that during the observation period, there was a small increase in remuneration in the order of 2%.

Variation	Indicator	2019	2020	2021	2022	2023
Corporate Performance	EBITDA (\$)	104.226.241	128.571.000	64.322.163	226.612.000	279.676.015
Overall Remuneration of the Board of Directors	Total remuneration (€)	1.023.200	1.144.199	955.541	1.026.296	932.000

In consideration of the disclosure of the annual changes in the total compensation of the Chairman and CEO and the Executive Directors, a comparison is provided below:

⁵ Issuers' Regulation, Attachment 3, Table 7-bis

2024 REPORT ON THE REMUNERATION POLICY AND COMPENSATION PAID

	2019	2020	2021	2022	2023
Executive Chairman	460.000	499.476	477.000	678.916	823.106
Executive Director	233.200	328.733	273.000	533.964	865.699
Executive Director	55.000	72.990	64.000	145.117	200.243

Table 1 (Attachment 3A, scheme 7-bis, of the Issuers' Regulation - Compensation paid to members of the administrative and control bodies, general managers and other executives with strategic responsibilities).

Name and	Office	Period during which	Office	Fixed	Compensation for committee	Variable non-equity compensation		Non monetary	Other	Total	Fair Value of equity	Severance indemnity for end or
Surname		offices was held	Expiry	Compensation	partecipation	Bonuses and other incentives*	Profit sharing	benefit	remuneration		compensation	termination of employement
( A )	( B )	( C )	( D )	( 1 )	( 2 )	( 3 )		( 4 )	( 5 )	( 6 )	( 7 )	( 8 )
Paolo d'Amico	Executive Chairman	01.01 - 31.12	Approval of 2024 Financial Statements
(I) Compensation in the Company preparing the financial statements				100.000		363.106				463.106	155.617
(II) Compensation from subsidiaries and associates				360.000**						360.000
(III) Total				460.000		363.106				823.106	155.617

Cesare d'Amico	Executive Director	01.01 - 31.12	Approval of 2024 Financial Statements
(I) Compensation in the Company preparing the financial statements				55.000	145.243		200.243	62.246
(II) Compensation from subsidiaries and associates
(III) Total				55.000	145.243		200.243	62.246

Carlos Balestra di Mottola	Executive Director	01.01 - 31.12	Approval of 2024 Financial Statements
(I) Compensation in the Company preparing the financial statements				55.000			55.000
(II) Compensation from subsidiaries and associates				242.000***	568.699		810.699	115.157
(III) Total				297.000	568.699		865.699	115.157

Thomas Joseph Fernand Loesch	Indipendent Director	01.01 - 31.12	Approval of 2024 Financial Statements
(I) Compensation in the Company preparing the financial statements				40.000			40.000
(II) Compensation from subsidiaries and associates
(III) Total				40.000			40.000

Monique Irma Anastasia Maller	Indipendent Director	01.01 - 31.12	Approval of 2024 Financial Statements
(I) Compensation in the Company preparing the financial statements				40.000			40.000
(II) Compensation from subsidiaries and associates
(III) Total				40.000			40.000

Marcel Claude Saucy	Indipendent Director	01.01 - 31.12	Approval of 2024 Financial Statements
(I) Compensation in the Company preparing the financial statements				40.000			40.000

2024 REPORT ON THE REMUNERATION POLICY AND COMPENSATION PAID

(II) Compensation from subsidiaries and associates
(III) Total		40.000			40.000

* Amounts converted from \$ to € subject to possible variations due to different exchange rates depending on the date of payment

** Of which 10.000 as compensation from DTL and 350.000 DTM

*** compensation from DTM

Table 1 (Attachment 3A, scheme 7-bis, of the Issuers' Regulation - Compensation paid to members of the administrative and control bodies, general managers and other executives with strategic responsibilities).

Name and Surname	Office	Period during which	Office Expiry	Fixed Compensation	Compensation for committee		Variable non-equity compensation	Non monetary	Other remuneration	Total	Fair Value of equity	Severance indemnity for end or
		offices was held			partecipation	Bonuses and other incentives	Profit sharing	benefit			compensation	termination of employement
( A )	( B )	( C )	( D )	( 1 )	( 2 )		( 3 )	( 4 )	( 5 )	( 6 )	( 7 )	( 8 )
Total - No. 2 Managers with Strategic responsibilities *
(I) Compensation in the Company preparing the financial statements
(II) Compensation from subsidiaries and associates				576.000**		823.320				1.399.320	146.280
(III) Total				576.000		823.320				1.399.320	146.280

* Amounts converted from \$ to € subject to possible variations due to different exchange rates depending on the date of payment

** of which 5.000 as compensation from DTL, 363.525 from DTK and 182.468 from DTM.

Table 2: Stock-options assigned to the members of the Board of Directors, general managers and other managers with strategic responsibilities. Not filled in due to the absence of stock options assigned

2024 REPORT ON THE REMUNERATION POLICY AND COMPENSATION PAID

Table 3A: Incentive plans based on financial instruments, other than stock options, in favor of the members of the Board of Directors, general managers and other executives with strategic responsibilities. (see next page)

			Financial Instruments assigned in the previous years "not vested" in the current year					Financial instruments assigned during the year		Financial instruments vested in the year and not assigned		Financial instruments vested in the year and attributable	Financial instruments related to the year
A	B	(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)	(10)	(11)	(12)
Name and Surname	Role	Plan	Number and typolgy of financial instrumen ts	Vesting period	Number and typolgy of financial instrumen ts	Fair value at the date of awarding	Vesting period	Date of awarding	Market price at the date of awarding	Number and typolgy of financial instruments	Number and typolgy of financial instruments	Value at the date of the maturity	Fair value
Paolo D'Amico	Chairman and CEO
(I) Compensation in the Company preparing the financial statements		Medium-Long Term Incentive Plan 2022-2024 (I cycle)									xxx	xxx	155.617
(II) Compensation from subsidiaries and associates
(III) Total											xxx	xxx	155.617
Cesare	Executive
d'Amico	Director
(I) Compensation in the Company preparing the financial statements		Medium-Long Term Incentive Plan 2022-2024 (I cycle)									xxx	xxx	62.246
(II) Compensation from subsidiaries and associates
(III) Total											xxx	xxx	62.246
Carlos Balestra di Mottola	Executive Director
(I) Compensation in the Company preparing the financial statements
(II) Compensation from subsidiaries and associates		Medium-Long Term Incentive Plan 2022-2024 (I cycle)									xxx	xxx	115.157
(III) Total											xxx	xxx	115.157

No. 2 Managers with Strategic responsibilities
(I) Compensation in the Company preparing the financial statements
(II) Compensation from subsidiaries and associates	Medium-Long Term Incentive Plan 2022-2024 (I cycle)					xxx	xxx	146.280
(III) Total						xxx	xxx	146.280

Tab. 3B: Monetary incentive plans for members of the management body, general managers, and other executives with strategic responsibilities.

A	B	(1)		(2)			(3)		(4)
Name and Surname	Role	Plan		Bonus of the year*			Bonus previous year		Other Bonus
			(A)	(B)	(C)	(A)	(B)	(C)
Paolo D'Amico	Chairman and CEO		Distributable/ Distributed	Deferred	Deferred Period	Not longer attributable	Distributable/ Distributed	Still Defferred
(I) Compensation in the Company preparing the financial statements		Medium-Long Term Incentive Plan 2022-2024 (I cycle)	363.106
(II) Compensation from subsidiaries and associates
(III) Total			363.106

Cesare d'Amico	Executive Director		Distributable/ Distributed	Deferred	Deferred Period	Not longer attributable	Distributable/ Distributed	Still Defferred
(I) Compensation in the Company preparing the financial statements		Medium-Long Term Incentive Plan 2022-2024 (I cycle)	145.243
(II) Compensation from subsidiaries and associates
(III) Total			145.243

Carlos Balestra di Mottola	Executive Director		Distributable/ Distributed	Deferred	Deferred Period	Not longer attributable	Distributable/ Distributed	Still Defferred
(I) Compensation in the Company preparing the financial statements
		Medium-Long Term Incentive Plan 2022-2024 (I cycle)	268.699
(II) Compensation from subsidiaries and associates		Short-term incentive plan	300.000
(III) Total			568.699

No. 2 Managers with Strategic responsibilities		Distributable/ Distributed	Deferred	Deferred Period	Not longer attributable	Distributable/ Distributed	Still Defferred
(I) Compensation in the Company preparing the financial statements
(II) Compensation from subsidiaries and associates	Medium-Long Term Incentive Plan 2022-2024 (I cycle)	341.320
	Short-term incentive plan	482.000
(III) Total		823.320

* Amounts converted from \$ to € subject to possible variations due to different exchange rates depending on the date of payment

Table 1: (Attachment 3A, scheme 7-ter, of the Issuers' Regulation - Equity investments of members of the administrative and control bodies and general managers)

Name and Surname	Role	Investee company	Number of shares held at end of previous year	Number of shares purchased	Number of shares assigned	Number of shares sold	Number of shares held at end of current year
Paolo d'Amico	Executive member of the Board of Directors (Chairman and CEO)	N/A (direct ownership)	39.168	0	39.168	0	7.833
		d'Amico International S.A.	814.800.352	0	N/A	0	81.480.035
		d'Amico International Shipping S.A.	18.184.339	1.650.619	tbd	0	3.453.542
Cesare d'Amico	Executive member of the Board of Directors	N/A (direct ownership)	1	0	15.667	5.334	200.000
		d'Amico International S.A.	814.800.352	0	N/A	0	81.480.035
		FI.PA. Finanziaria di Partecipazione S.p.A.	5.162.986	37.014	N/A	0	520.000
		d'Amico International Shipping S.A.	18.184.339	1.650.619	tbd	0	3.453.542
		N/A (indirect ownership through a natural person)	500.000	200.000	N/A	100.000 60.000	0
Carlos Balestra di Mottola	Executive member of the Board of Directors (CFO)	N/A (direct ownership)	260.325	0	28.984	0	28.931
Monique I.A. Maller	Non-executive and independent member of the Board of Directors (since 20.4.2021)	N/A	0	0	N/A	0	0
Marcel C. Saucy	Non-executive and independent member of the Board of Directors (since 20.4.2021)	N/A	0	0	N/A	0	0
Tom Loesch	Non-executive and independent member of the Board of Directors (since 20.4.2021)	N/A	0	0	N/A	0	0

Table 2: (Attachment 3A, scheme 7-ter, of the Issuers' Regulation - Participation of other executives with strategic responsibility)

Name and Surname	Role	Investee company	Number of shares held at end of previous year	Number of shares purchased	Number of shares assigned	Number of shares sold	Number of shares held at end of current year
No. 2 Managers with Strategic responsibilities	N/A	N/A	36.818	0	36.818	0	7.364

GLOSSARY

Directors with specific duties	These are the Chairman of the Board of Directors and the Chief Executive Officer.
Executive Directors	There are 3 directors to whom individual management powers have been delegated
	(including the Chairman and the Chief Executive Officer).
Independent Directors	These are DIS Directors who meet the requirements of independence established by national regulations and by Article 2 of the Corporate Governance Code.
Non-Executive directors	These are directors not vested with specific duties by the Board of Directors and without individual management powers.
Shareholders' Meeting	The Company's joint decision-making body. All holders of voting rights are represented at the meeting (directly or via proxy).
Shares	These refer to the ordinary shares of DIS listed on the Italian equity market.
Non-Monetary benefits	These are the non-monetary elements included in the remuneration, targeted at enhancing the personal and family well-being of workers from an economic and social perspective.
Bonus Pool	This is the total financial allocation linked to short and long-term incentive systems.
Claw back	This is a contractual clause that provides the Company with the possibility to request the full or partial repayment of variable components of remuneration paid, under given conditions.
Corporate Governance Code (or "Code")	This is the Corporate Governance Code for Listed Companies, approved on 31 January 2020 by the Corporate Governance Committee and applicable from the first financial year starting after 31 December 2020. The Code indicates the best practices regarding corporate governance recommended by the Corporate Governance Committee, to be applied according to the "comply or explain" principle into line with one or more recommendations contained in the principles or the application criteria.
Consob Issuers' Regulation	Concerning the regulation of issuers, last amended in December 2020.
Nomination and Remuneration Committee	This committee is composed of non-Executive Directors, the majority of whom are independent (from which the Chairman is identified) and is responsible for assisting the Board of Directors with investigatory, advisory and proposal functions on compensation system and nomination process.
Board of Directors	The Board of Directors of d'Amico International Shipping.
Daily G&A (general and administrative expense)	General and administrative costs per ship day available
EBIT (Earnings Before Interest and Taxes)	A profitability indicator obtained by subtracting amortisation/depreciation and provisions from EBITDA.
EBITDA (Earnings Before interest, tax, depreciation and amortization)	A profitability indicator which highlights the company's income deriving from ordinary operations, therefore net of interest expense, taxes and amortisation/depreciation.
Group	The d'Amico Group which the Company belongs to.

Hedging Effectiveness	Comparison between period agreements and spot agreements.
Post-employement (or termination of office) benefits	Refers to the cash amount to be paid to directors on cessation of their administration relationship.
Severance Indemnities	Refers to the cash amount to be paid to workers at the moment of termination of their employment contract as executives.
Malus	These relate to ex-post corrective mechanisms, based on which the bonuses accrued may decrease until they reach zero.
Management by Objectives (MbO)	Indicates an incentive system that recognises an annual bonus in cash to beneficiaries, based on the objectives established and agreed with each person participating in said Plan.
Top Management	According to the definition in the new Corporate Governance Code, this means the other executives that are not members of the management body and have the authority and responsibility for planning, directing, and controlling the activities of the Company and its group
Variable short-term remuneration	This refers to the annual incentive plan by objectives (MbO Plan) and the short-term incentive plan (IBT 2024 Plan), which entitle the persons involved to receive an annual bonus in cash based on the results achieved in the previous year with respect to the objectives defined, based on the prior final results of the competent bodies and functions.
Variable long-term remuneration	This refers to the 2022-2024 rolling long-term Plan which entitles participants to receive a bonus, partly in cash and partly in shares, based on a prior assessment of the attainment of the results at the end of a two-year vesting period and a subsequent two- year deferral period.
Annual Gross Remuneration	Includes all fixed annual compensation, gross of taxes and social security expenses for the part payable by the employee; therefore, it does not include annual bonuses, other bonuses, indemnities, fringe benefits, reimbursement of expenses, and any other form of variable or occasional pay.
ROCE (return on capital employed)	Measures return on capital employed
ROTA (Return on Total Assets Beginning)	Measures the profitability of EBIT over total assets.
Company (or "DIS" or the "Issuer")	The company d'Amico International Shipping S.A.
Stakeholder	All entities, individual or organisations, actively involved in a financial initiative, both a company or a project.
Company Articles of Association	The Company Articles of Association approved at the moment of its incorporation and subsequent amendments.
TSR (Total shareholder return)	Measures the total shareholder return.
Target value	Indicates the target performance level established by an objective in the incentive system.
Vesting period	This is the period that runs from the assignment to the accrual of the ownership of the right to receive the incentive.