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d'Amico International Shipping S.A. Remuneration Information 2026
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Remuneration Information
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CERTIFIED
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 29, 2026
d'Amico
INTERNATIONAL SHIPPING S.A.
2026 REPORT ON THE REMUNERATION POLICY AND COMPENSATION PAID
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LETTER OF THE CHAIRMAN FROM THE NOMINATION AND REMUNERATION COMMITTEE
Dear Shareholders,
As Chairman of the Nomination and Remuneration Committee of d'Amico International Shipping S.A. I am pleased to present the 2026 Report on Remuneration Policy and Compensation Paid.
For 2026 the Committee has reviewed and submitted for approval to the Board of Directors a remuneration policy which, in the absence of regulatory updates, remains consistent with previous years in terms of content, clarity and transparency. The policy outlines the governance process, defines its objectives and provides a structured framework for remuneration components for Executive Directors and Top Management.
The Company's remuneration policy is designed to ensure alignment with international best practices and regulatory requirements while supporting the Company's overall strategy.
In this sense, the policy takes into account the corporate context, characterized by persistent volatility and the profound transformation processes that the shipping sector is undergoing by incorporating mechanisms that promote prudent risk management and greater resilience over the medium to long term.
Sustainability is increasingly shaping corporate strategies, and remuneration policies should be aimed at reflecting this shift. Looking forward, the long-term creation of value will depend on the relationship between business sustainability and key financial performance indicators, ensuring both economic strength and stability. In line with this, the Company is committed to a gradual alignment with the United Nations' Agenda 2030, ensuring that business decisions and activities contribute meaningfully to sustainable development goals.
This commitment includes offering fair remuneration, economic benefits and adequate social protection for staff members. In addition, transparent governance processes will continue to reinforce the effectiveness of remuneration policies, ensuring they support the Company's corporate strategy while also attracting and retaining top talent.
The remuneration policy presented in this Report serves a dual purpose:
- Strengthening the fixed component to limit excessive risk-taking
- Encouraging performance improvements and the development of a sustainable business by aligning the interests of beneficiaries with those of shareholders.
A key step in this direction is the launch of the new Long-Term Incentive (LTI) Plan, which supports the company's long-term goals and sustainability from economic, social, and environmental perspectives.
This Report aims at demonstrating the Company's ongoing commitment to providing shareholders and the market with a clear understanding of its remuneration and compensation strategies. These strategies are designed to support the Company's business objectives while remaining aligned with its core values and principles.
Finally, on behalf of the Committee, I would like to thank you for taking the time to read this Report. I would hope that based on the consideration of the content of this Report you will support the implementation of the policies described herein.
12 March 2026
Chairman of the Committee
Tom Loesch
Version approved by the Board of Directors on March 12, 2026
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d'Amico
INTERNATIONAL SPORTING U.S.
2026 REPORT ON THE REMUNERATION POLICY AND COMPENSATION PAID
TABLE OF CONTENTS
EXECUTIVE SUMMARY OF THE REMUNERATION POLICY 2026
4
INTRODUCTION
7
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
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1.2 BOARD OF DIRECTORS
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1.3 NOMINATION AND REMUNERATION COMMITTEE
10
1.4 CHIEF EXECUTIVE OFFICER
13
1.5 HUMAN RESOURCES
13
1.6 INTERNAL AUDIT
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1.7 INDEPENDENT AUDITORS
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1.8 EXTERNAL ADVISORS USED IN CREATING THE REMUNERATION POLICY
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2 REASONS AND PURPOSES PURSUED THROUGH THE REMUNERATION POLICY
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3 LINK BETWEEN REMUNERATION POLICY AND THE COMPANY'S STRATEGIC DIRECTION
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4 REMUNERATION STRUCTURE
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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
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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 2025
23
2 GOVERNANCE
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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
36
Version approved by the Board of Directors on March 12, 2026
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EXECUTIVE SUMMARY OF THE REMUNERATION POLICY 2026
During the most recent Shareholders' Meeting, held on April 29, 2025, the 2025 Remuneration Policy and 2024 Compensation Report received broad approval from the Shareholders. This outcome confirms the substantial continuity of the Remuneration Policy's framework compared with previous financial years. Nevertheless, the Company reiterates its commitment to further strengthening its alignment with market best practices.
To offer an organic overview of the Company's Remuneration Policy, this Report starts in Section I with the description of the Governance process for the definition of the Policy, the purposes of the Policy being defined next, followed by the description of the components of the remuneration package, succeeded by a description of any ex-post correction clauses. Section II provides further details of the compensation paid for 2025.
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.
Version approved by the Board of Directors on March 12, 2026
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INTERNATIONAL MONETARY
2026 REPORT ON THE REMUNERATION POLICY AND COMPENSATION PAID
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| 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 Group function of Human Resources and the Internal Audit Dept., 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 Internal Control and Risk Management System. |
The Shareholders' Meeting considers and casts an advisory vote on Sections I and II of the Report on remuneration and compensation paid (in line with applicable Luxembourg legislation) approved by the Board of Directors upon opinion of the Nomination and Remuneration Committee (the "Report"). | 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:
• attract, hire and retain individuals characterized by professionalism and skills suited to the needs of the Company
• provide an incentive to strengthen the commitment to improve Company performance | Remuneration packages are composed of the following elements of remuneration:
• Fixed component of remuneration
• Short-term variable component
• Long-term variable component (partly share-based)
• 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 resolved to set at Euro 560,000.00 the aggregate fixed gross annual remuneration of the Board of Directors for 2025 and authorized the Board of Directors to allocate this amount among its members including those vested with specific 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, and Top Management identified by the BoD, and roles supporting the Company's business goals.
If the performance of the Company measured by the means of EBITDA matches the 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 |
Version approved by the Board of Directors on March 12, 2026
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| Long-term variable component | The long-term variable component is defined in such a way as to align the interests of the relevant executive with the achievement of the priority objective of creating value for the shareholders and is functional to the pursuit of the sustainable success of the Company. | This is a mixed cash and instruments plan for Executive Directors, Top Managers and "strategic" Personnel identified by the BoD.
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). | Section I, Par. 4.3 |
| --- | --- | --- | --- |
| 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 | Clauses allowing 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 demand 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 1 (one) year from the end of the vesting period. | Section I, Par. 5 |
| Severance | Ex-ante agreements protecting the company from competitive risk and potential labor litigation. | No agreement has been defined that provides for the payment of indemnity for the termination of the relationship or office, nor for Executive Directors, other directors holding particular positions or for Top Management.
At the date of this Report no non-competition agreements have been entered for any person in the Company. | Section I, Par. 6 |
Version approved by the Board of Directors on March 12, 2026
2026 REPORT ON THE REMUNERATION POLICY AND COMPENSATION PAID
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INTRODUCTION
Compliant with the current regulations, the 2026 Remuneration Policy regarding the members of the Board of Directors and Top Management of d'Amico International Shipping (hereinafter "the Company" or "DIS" as identified by the Company is defined herein.
This Report, drawn up pursuant to legislation in force¹ and approved by the Board of Directors on 12 March 2026, on proposal of the Nomination and Remuneration Committee, is divided into two sections:
I. Section on the annual remuneration policy for 2026
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 2026 is concerned.
II. Section on the compensation paid for the previous year (2025)
a. contains detailed information related to the implementation of policies of the previous year (2025) 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 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 Report 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 Euronext STAR Milan, 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 Issuers' Regulation, applicable to companies listed on the Italian stock exchange (Regolamento Emittenti CONSOB)
Therefore, pursuant to the new Article 7 bis of the amended Law of May 24, 2011, both sections of the Report on Remuneration Policy and Compensation Paid (sections I and II) are subject to advisory vote by the Shareholders' Meeting.
The Company pays compensation based on a remuneration policy as considered by the general Shareholders' Meeting.
¹ Reference is made to laws of May 24, 2011 and August 1, 2019 (amending the 2011 law, which transposes into Luxembourg domestic law the provisions of Directive (EU) 2017/828 (SRD II), amending the previous Directive 2007/36/EC (SRD I), with the aim of promoting long-term shareholder engagement in listed companies and ensuring greater transparency on the part of asset managers, institutional investors, and proxy advisors. The Report is also prepared in accordance with the Corporate Governance Code (approved by the Corporate Governance Committee of Borsa Italiana on January 31, 2020 and applicable as of the first financial year beginning after December 31, 2020) and with the CONSOB Issuers' Regulation
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TREND IN OUTCOMES OF VOTING ON THE ANNUAL REMUNERATION REPORT (2021-2025)
The following is the trend in the shareholders advisory vote on the Report over the past five years.
The Company has always regarded Shareholders' voting as fundamental; therefore, the observation in 2025 of an increase in dissenting votes at the Shareholders' Meeting prompted greater focus and commitment to further strengthen alignment with market best practices.
| 2021 | 2022 | 2023 | 2024 | 2025 | |
|---|---|---|---|---|---|
| Abstained | 0% | 0% | 0% | 0% | 0% |
| Against | 0% | 1,5% | 9% | 0% | 6% |
| In Favour | 100% | 98,5% | 91% | 100% | 94% |
Version approved by the Board of Directors on March 12, 2026
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d'Amico
INTERNATIONAL SHIPPING CO.
2026 REPORT ON THE REMUNERATION POLICY AND COMPENSATION PAID
CERTIFIED
SECTION I (2026)
d'Amico International Shipping S.A.
Version approved by the Board of Directors on March 12, 2026
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2026 REPORT ON THE REMUNERATION POLICY AND COMPENSATION PAID
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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 overall processes of remuneration for Executive Directors, non-executive Directors, Directors with specific duties, and Top Management, as identified by the Company, involves the following:
- Shareholders' Meeting
- The Board of Directors
- Nomination and Remuneration Committee
- d'Amico Group Human Resources Department and Internal Auditing
- Independent Auditors
In addition, the Company employs consultants and adopts market benchmarks for setting compensation policies.
1.1 Shareholders' Meeting
In compliance with the Articles of Association of the Company, compensation of the members of the Board of Directors is established by the Shareholder's Meeting.
The Shareholder's Meeting may establish a maximum total gross amount for the remuneration of all Directors, including those with specific duties, assigning and authorizing the Board of Directors - assisted in the task by 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, members covering specific duties.
The Shareholders' Meeting is called upon to consider (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 an advisory vote; and
2) section II of the Report on the compensation paid for the previous year, in order to express an advisory vote.
1.2 Board of Directors
The Board of Directors - in its role of strategic supervision - annually defines and re-examines 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 supported in the task by the Nomination and Remuneration Committee and, if necessary, by the respective d'Amico Group 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 total gross amount of compensation to Directors including those who have specific duties within the Company on proposal of the Nomination and Remuneration Committee, as regards the executive directors.
Moreover, the Board of Directors identifies Top Management and, on the proposal of the Nomination and Remuneration Committee, proposes to the CEO the guidelines to establish and to maintain in effect a Remuneration Policy for said Top Management.
1.3 Nomination and Remuneration Committee
In compliance with recommendations contained in Article 3 of the Corporate Governance Code of Borsa Italiana and with Article 2.2.3 of the Regulation of markets organized and managed by Borsa Italiana S.p.A., the Board of Directors'
Version approved by the Board of Directors on March 12, 2026
2026 REPORT ON THE REMUNERATION POLICY AND COMPENSATION PAID
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meeting held on 8 May 2024 lastly confirmed the establishment of the Nomination and Remuneration Committee assigning to it all the functions recommended by the Corporate Governance Code of Borsa Italiana in force².
The Nomination and Remuneration Committee is composed of non-executive members of the Board of Directors, all of them Independent Directors, the majority of them having 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.
In 2025 the Nomination and Remuneration Committee is composed of the following non-executive and independent board members:
| President | Independent Director | Tom Loesch |
|---|---|---|
| Members | Independent Director | Monique I.A. Maller |
| Independent Director | Marcel C. Saucy (Lead Independent Director) |
The Nomination and Remuneration Committee has powers of proposal, consulting and supporting, 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 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. 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 the objectives of the Board of Directors of the Company.
- periodically assessing and checking, also based on information received by the CEO and by d'Amico Group departments involved, the adequacy and coherent and effective implementation of the remuneration policy, specifically verifying the achievement of performance objectives.
- 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).
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Regarding the remuneration of Executive Directors, and 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.
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 the 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 Head of the Group Human Resources Department participates in the meetings upon invitation of the Chairman of the Committee. From time to time, the Chairman may invite other members of the Board of Directors or d'Amico Group 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 in the meetings of the Committee in which proposals are made to the Board of Directors about his/her own remuneration. For the validity of the Committee meeting, the majority of members in office must be present or represented. Resolutions of the Committee are passed by majority of those ones who are present; in case of a tie, the vote of the Chairman prevails.
The Chairman of the Committee annually reports to the Board of Directors 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:
Version approved by the Board of Directors on March 12, 2026
2026 REPORT ON THE REMUNERATION POLICY AND COMPENSATION PAID
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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 d'Amico Group Human Resources Department collaborates with the competent involved d'Amico Group 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 d'Amico Group departments concerned, the d'Amico Group Human Resources Department:
- Guarantees the consistency of the remuneration structure with (i) the guidelines approved by the Company and (ii) current legislation and that one applicable on each occasion (in the latter case with the support of the d'Amico Group Corporate 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 Audit
The Internal Audit Department may carry out independent reviews of the effects that the remuneration policy adopted by the Company could have on Internal Control and Risk Management System.
1.7 Independent auditors
The independent auditors assigned to audit the financial statements, in line with the 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 Sustainability Report pursuant to Italian Legislative Decree 254/2016.
1.8 External advisors used in creating the Remuneration Policy
Deloitte Consulting S.r.l. has been 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.
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For said reasons the departments involved ensure constant participation in remuneration surveys and studies, implemented by the leading national and industry players.
2 Reasons and purposes pursued through 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 improve Company performance, through satisfaction and motivation of its personnel.
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 | ◆ 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 executive Directors and for the identified 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-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; |
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d'Amico
INTERNATIONAL SHIPPING CO.
Art. 5,
Recommendation
27 point e
contractual agreements allow the Company to demand 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 also remains committed to 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 with a view to sustainability on a strategic level.
In this regard, the Company has consolidated its alignment with the requirements of European Rules (Directive EU 2022/2064) and the related European Sustainability Reporting Standards (ESRS), by integrating the 2025 Financial Statements with a comprehensive 'Non-Financial' section that provides full and detailed disclosure of the activities underpinning its ESG commitments.
This approach is further reflected in the confirmation, within DIS's long-term incentive system, of specific objectives aimed at 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 direction
DIS' strategy for the coming years, albeit within a market context that has become increasingly complex and volatile due to the factors affecting its performance, is moving towards paths of consolidation and further development.
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.
Since 2023, d'Amico International Shipping (DIS) has been adopting on a voluntary basis (given that Luxembourg has decided not to implement the directive in 2024) all the necessary measures to comply with the EU CSRD (Corporate Sustainability Reporting Directive), steering the business strategy to contribute to the sustainable development of maritime transport. As part of this process, in 2023, DIS conducted its first Double Materiality Assessment (DMA), leading to the definition and evaluation of the impacts, risks and opportunities (IRO) that characterize its business operations and trade relations.
The assessment investigates the interactions between the Company and its stakeholders from two complementary perspectives:
- inside-out perspective (impact materiality) - the impacts caused by DIS' business operations and its Value chain on stakeholders and the environment.
- outside-in perspective (financial materiality) - the risks and opportunities caused by social and environmental changes on DIS' business operation and growth prospects, arising from both business activities and along the value chains.
The DMA process was designed with a first step in 2023 and a second one in 2024, to achieve compliance with CSRD requirements. Activities begun in 2023 with the definition of the first IRO longlist, focused on business operations only, which was then evaluated and resulted in the first Group's DMA. During 2024, when setting up the reporting process for the first CSRD-compliant, compulsory, integrated annual report, the Group carried out its first Value Chain mapping and analysis. This was functional to the completion of the process begun in 2023, as it supported the identification of impacts, dependencies, risks and opportunities stemming from the value chain, which were then evaluated and - when material - incorporated in the overall assessment, as required by ESRS.
The remuneration policy contributes to the Company's objective, the pursuit of long-term interests and sustainability, including through the Medium- Long Term Plan (partly delivered in shares) aimed at integrating both economic/financial objectives and ESG priorities related mainly to the reduction of $\mathrm{CO}_{2}$ emissions. In addition, again with a view to proper
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2026 REPORT ON THE REMUNERATION POLICY AND COMPENSATION PAID
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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, 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 managers 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:
- Executive Directors of the Company (including the Chairman and the CEO) and other Directors with specific duties;
- Non-executive Directors and Independent Directors;³
- Top Management, from time in time, identified by the Board of Directors of the Company and currently including the Chief Operating Officer (COO), the Chief Financial Officer (CFO) 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 intragroup service agreements.
The Company does not appoint a Board of Statutory Auditors, as this is not contemplated by Luxembourg corporate law (lex societatis).
Remuneration of the Chief Risk Officer, of the Manager responsible for preparing the company's financial reports, and of the Head of Internal Audit
Since the role of Chief Risk Officer (Executive Director in charge of the Internal Control and Risk Management System) is held by the CEO 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.
³ Some Directors may add the two roles being Non-Executive and Non Independent.
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d'Amico
INTERNATIONAL SECURITY ADMIN
2026 REPORT ON THE REMUNERATION POLICY AND COMPENSATION PAID
The Head of Internal Auditing is a person 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 resolved the total amount for the remuneration for the roles of members of the Board of Directors including their specific duties, for a total of € 560,000, and authorized and empowered the Board of Directors to allocate the said amount amongst the Directors, including those vested with particular offices. The aggregate fixed remuneration distributed in 2025 by the Board of Directors was lower than the maximum aggregate fixed remuneration approved by the Shareholders' Annual General Meeting, reflecting the Board's assessment and consistent with the principles of proportionality, cost discipline containment and alignment with the Company's governance framework.
In particular, non-executive Directors are exclusively attributed to a fixed remuneration.
The remuneration of executive Directors 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 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 Company's risk management system and the remuneration policy, d'Amico Group relevant Departments are engaged in defining the overall remuneration policy 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.
Variable Short-Term Remuneration
Beneficiaries
The perimeter of recipients of the annual incentive Plan includes various positions:
- Executive Directors
- Top Management
- Supporting roles to Company business
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2026 REPORT ON THE REMUNERATION POLICY AND COMPENSATION PAID
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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 targeted, 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.
The short-term variable component is set up to 80% of the fixed remuneration for the executive Directors.
Variable Long-Term Remuneration
In 2026, the second cycle of the rolling Medium-Long Term Variable Incentive Plan (LTI Plan) will begin, covering the 2025-2027 performance period and providing for the allocation of a reward partly in cash and partly in shares, aimed at the Company’s Executive Directors, Top Managers and “strategic” Personnel identified by the BoD.
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 Plan defined by the Informative Document and the respective Regulation.
Objectives and Beneficiaries
The plan pursues the following purposes:
- Align management interests with the achievement of objectives to generate value for shareholders in the medium and long term.
- Focus the attention of Beneficiaries on strategic interests.
- Increase the commitment of key resources and favour their retention in the d’Amico Group.
The rolling medium/long-term 2025-2027 plan is geared towards executive Directors of the Company and personnel who 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:
- Executive Directors,
- Top Management,
- “Strategic” resources (also in commercial and operational departments).
Bonus pool determination and participation
The access condition for the LTI 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 (10%). Below is a detailed description of the process for activation and distribution of the Bonus Pool under the LTI Plan:
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2026 REPORT ON THE REMUNERATION POLICY AND COMPENSATION PAID
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d'Amic
INTERNATIONAL BIOPHYSICS
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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:
- Adjusted ROCE4 - measures the return on capital employed.
- Hedging Effectiveness - compares fixed-term agreements and spot agreements.
- Daily G&A - refers to the reduction in general and administrative costs per ship day available.
- Daily direct operating costs - to be calculated as the percentage reduction or increase in annual average daily direct operating costs.
- 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, 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 |
|---|---|---|---|
| Adjusted ROCE | 75.0% | Max | 110% |
| Target | 100% | ||
| Min | 70% | ||
| Hedging Effectiveness | 5.0% | Max | 110% |
| Target | 100% | ||
| Min | 50% |
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2026 REPORT ON THE REMUNERATION POLICY AND COMPENSATION PAID
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| Daily G&A | 5.0% | Max | 110% |
|---|---|---|---|
| Target | 100% | ||
| Min | 50% | ||
| Direct Operating Costs | 5.0% | Max | 110% |
| Target | 100% | ||
| Min | 50% | ||
| EEDI/EEXI - CO2 per dwt ton-miles for owned and bareboat vessels operated on the spot market | 5.0% | Max | 110% |
| Target | 100% | ||
| Min | 50% | ||
| EEOI - CO2 per ton-miles for all owned and bareboat vessels | 5.0% | Max | 110% |
| Target | 100% | ||
| Min | 50% |
Corrective mechanisms
Once the objectives have been evaluated and recorded, the actual quantification of the bonus is also subject to an indicator that measures shareholder return (Relative Total Shareholder Return) compared to an international reference panel consisting of the following companies: Ardmore, Scorpio Tankers, Hafnia Tankers and Torm which acts as a +/- 10% multiplier (or scalar) to the amount determined.
Operation Mechanism of the LTI Plan
The LTI Plan is structured over 3 cycles, with a two-year performance, starting in 2025, 2026 and 2027. The reason for choosing a rolling plan with a 2-year vesting period is due to the peculiarity of the sector where DIS Group operates, which is a highly volatile market and of the exogenous variable of the freight revenues, that are difficult to forecast.
The chart below shows (for example) the duration and operation of cycle II of the LTI Plan:
The LTI 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. The Company declared its intention to use the treasury shares held in its portfolio to fulfil its obligations to allocate DIS Shares under the LTI 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 LTI Plan, refer to the specific Informative Document and the Regulation as published on the Company's website (www.damicointernationalshipping.com).
Version approved by the Board of Directors on March 12, 2026
CERTIFIED
d'Amico
INTERNATIONAL MONETARY
INTERNATIONAL SOCIETY OF LIL
2026 REPORT ON THE REMUNERATION POLICY AND COMPENSATION PAID
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.
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 demand 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 LTI Plan, it is noted that the claw back clauses shall be applied within 1 (one) year 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, Directors with specific duties or for Top Management.
At the date of this Report, no non-competition agreements have been stipulated with the recipients of this Policy.
Version approved by the Board of Directors on March 12, 2026
2026 REPORT ON THE REMUNERATION POLICY AND COMPENSATION PAID
eM
d'Amico
INTERNATIONAL SHIPPING S.A.
SECTION II (2025)
d'Amico International Shipping S.A.
Version approved by the Board of Directors on March 12, 2026
CERTIFIED
d'Amice
INTERNATIONAL MONITORING CO.
2026 REPORT ON THE REMUNERATION POLICY AND COMPENSATION PAID
SECTION II
1 Implementation of Remuneration Policy in 2025
The remuneration system adopted by the Company for Executive Directors and for Personnel with strategic responsibilities⁵, in 2025 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 2025. 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 Policy 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 its 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 2025 are reported below.
| Role | Members |
|---|---|
| Independent Chairman | Tom Loesch |
| Independent Director | Monique I.A. Maller |
| Independent Director | Marcel C. Saucy |
2.2 External consultants
In 2025, the Company availed itself of a leading advisory company, operating in the shipping sector (Spinnaker), 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.
⁵ 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.
Version approved by the Board of Directors on March 12, 2026
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eBP ECHNOLOGY
d'Amico
INTERNATIONAL MONETARY
2026 REPORT ON THE REMUNERATION POLICY AND COMPENSATION PAID
CERTIFIED
Oo
3 Variable and Fixed Remuneration
For 2025, 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 2025, 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 third cycle of the "Medium-Long Term Variable Incentive Plan 2022-2024" ended with 2025. 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 LTI Plan provides for up-front cash payment (70%) of the bonus and deferred assignment in shares (30%) over the two years following the vesting 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 3rd cycle of the Plan 2022-2024 is given below:
Gate
After necessary adjustments to EBIT, ROCE for the period 2024 - 2025 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) more than that required to generate a 5% ROCE.
Performance indicator
- Over-performance was achieved for two targets of the plan, allowing a payout of 110%. These targets are:
1) Adjusted ROCE,
2) EEOI, CO2/ton-miles for owned &BB operated on spot. - For one of the plan's objectives, the target threshold has been reached, allowing for a payout of 100%. This objective is:
1) EEXI/EEDI, CO2/ton-miles for ALL owned &BB - In contrast, the other three objectives of the plan were not achieved.
Application of TSR correction: the result of the Total Shareholders Return condition entitles a +10% bonus
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 2025 included:
- Healthcare insurance;
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d'Amic
INTERNATIONAL MONITORING
2026 REPORT ON THE REMUNERATION POLICY AND COMPENSATION PAID
CERTIFIED
- 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 or for Personnel with strategic responsibilities.
5 Pay for performance
In compliance with that set out in the Issuers' Regulation⁶, 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 other 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 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|
| Corporate Performance | EBITDA ($) | 64.322.163 | 226.612.000 | 279.676.015 | 256.886.123 | 154.413.263 |
| Overall Remuneration of the Board of Directors | Total remuneration (€) | 955.541 | 1.026.296 | 932.000 | 1.007.257 | 1.067.857 |
In consideration of the disclosure of the annual changes in the total compensation of the Chairman and CEO and the other Executive Directors, a comparison is provided below:
| 2021 | 2022 | 2023 | 2024 | 2025 | |
|---|---|---|---|---|---|
| Executive Chairman | 477.000 | 678.916 | 823.106 | 718.213 | 697.781 |
| Executive Director | 273.000 | 533.964 | 865.699 | 1.237.492 | 1.172.815 |
| Executive Director | 64.000 | 145.117 | 200.243 | 203.285 | 195.112 |
Version approved by the Board of Directors on March 12, 2026
⁶ Issuers' Regulation, Attachment 3, Table 7-bis
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2026 REPORT ON THE REMUNERATION POLICY AND COMPENSATION PAID
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 offices was held | Office Expiry | Fixed Compensation | Compensation for committee participation | Variable non-equity compensation | Non-monetary benefit | Other remuneration | Total | Fair Value of equity compensation | Severance indemnity for end or termination of employment | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Bonuses and other incentives* | Profit sharing | |||||||||||
| (A) | (B) | (C) | (D) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | |
| Paolo d'Amico | Executive Chairman | 01.01 - 31.12 | Approval of 2026 Financial Statements | |||||||||
| (I) Compensation in the Company preparing the financial statements | 100.000 | 337.781 | 437.781 | 144.763 | ||||||||
| (II) Compensation from subsidiaries and associates | 260.000* | 260.000 | ||||||||||
| (III) Total | 360.000 | 337.781 | 697.781 | 144.763 | ||||||||
| Cesare d'Amico | Executive Director | 01.01 - 31.12 | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |
| (I) Compensation in the Company preparing the financial statements | 60.000 | 135.112 | 195.112 | 57.905 | ||||||||
| (II) Compensation from subsidiaries and associates | ||||||||||||
| (III) Total | 60.000 | 135.112 | 195.112 | 57.905 | ||||||||
| Carlos Balestra di Mottola | CEO | 01.01 - 31.12 | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |
| (I) Compensation in the Company preparing the financial statements | 120.000 | 120.000 | ||||||||||
| (II) Compensation from subsidiaries and associates | 302.857** | 749.958 | 1.052.815 | 107.125 | ||||||||
| (III) Total | 422.857 | 749.958 | 1.172.815 | 107.125 | ||||||||
| Lorenzo D'Amico | Non executive, non Independent | 23.04 - 31.12 | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |
| (I) Compensation in the Company preparing the financial statements | 10.000 | 10.000 | ||||||||||
| (II) Compensation from subsidiaries and associates | ||||||||||||
| (III) Total | 10.000 | 10.000 |
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| Antonia D'amico | Non executive, non Independent | 23.04 - 31.12 | Approval of 2026 Financial Statements | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (I) Compensation in the Company preparing the financial statements | 10.000 | 10.000 | |||||||||
| (II) Compensation from subsidiaries and associates | 5.000 | 5.000 | |||||||||
| (III) Total | 15.000 | 15.000 | |||||||||
| Massimiliano Della Zonca | Non executive, non Independent | 23.04 - 31.12 | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (I) Compensation in the Company preparing the financial statements | 20.000 | 20.000 | |||||||||
| (II) Compensation from subsidiaries and associates | |||||||||||
| (III) Total | 20.000 | 20.000 | |||||||||
| Tom Loesch | Independent Director | 01.01 - 31.12 | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (I) Compensation in the Company preparing the financial statements | 60.000 | 60.000 | |||||||||
| (II) Compensation from subsidiaries and associates | |||||||||||
| (III) Total | 60.000 | 60.000 | |||||||||
| Monique Maller | Independent Director | 01.01 - 31.12 | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (I) Compensation in the Company preparing the financial statements | 60.000 | 60.000 | |||||||||
| (II) Compensation from subsidiaries and associates | |||||||||||
| (III) Total | 60.000 | 60.000 | |||||||||
| Marcel Saucy | Independent Director | 01.01 - 31.12 | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (I) Compensation in the Company preparing the financial statements | 60.000 | 60.000 | |||||||||
| (II) Compensation from subsidiaries and associates | |||||||||||
| (III) Total | 60.000 | 60.000 |
- Of which 10.000 as compensation from DTL and 250.000 DTM
** Of which 10.000 as compensation from DTL and 292.857 DTM
Version approved by the Board of Directors on March 12, 2026
CERTIFIED
d'Amice
INTERNATIONAL SHIPPING CO.
2026 REPORT ON THE REMUNERATION POLICY AND COMPENSATION PAID
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 offices was held | Office Expiry | Fixed Compensation | Compensation for committee participation | Variable non-equity compensation | Non-monetary benefit | Other remuneration | Total | Fair Value of equity compensation | Severance indemnity for end or termination of employment | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Bonuses and other incentives | Profit sharing | |||||||||||
| (A) | (B) | (C) | (D) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | |
| Total - No. 3 Managers with Strategic responsibilities * | ||||||||||||
| (I) Compensation in the Company preparing the financial statements | ||||||||||||
| (II) Compensation from subsidiaries and associates | 806.609* | 1.010.838 | 1.817.447 | 165.030 | ||||||||
| (III) Total | 806.609 | 1.010.838 | 1.817.447 | 165.030 |
** of which 20.000 as compensation from DTL, 401.132 from DTK and 385.477 from DTM
Table 2: Stock-options assigned to the members of the Board of Directors, general managers and other managers with strategic responsibilities.
Version approved by the Board of Directors on March 12, 2026
2026 REPORT ON THE REMUNERATION POLICY AND COMPENSATION PAID
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Fair Change
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Not filled in due to the absence of stock options assigned
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INTERNATIONAL SHIPPING CO.
2026 REPORT ON THE REMUNERATION POLICY AND COMPENSATION PAID
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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.
| 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 instruments | Vesting period | Number and typolgy of financial instruments | 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 | ||||||||||||
| (I) Compensation in the Company preparing the financial statements | Medium-Long Term Incentive Plan 2022-2024 (II cycle) | xxx | 144.763 | 144.763 | |||||||||
| (II) Compensation from subsidiaries and associates | |||||||||||||
| (III) Total | xxx | 144.763 | 144.763 | ||||||||||
| Cesare d'Amico | Executive Director | ||||||||||||
| (I) Compensation in the Company preparing the financial statements | Medium-Long Term Incentive Plan 2022-2024 (II cycle) | xxx | 57.905 | 57.905 | |||||||||
| (II) Compensation from subsidiaries and associates | 1 | ||||||||||||
| (III) Total | xxx | 57.905 | 57.905 | ||||||||||
| Carlos Balestra di Mottola | CEO | ||||||||||||
| (I) Compensation in the Company preparing the financial statements | |||||||||||||
| (II) Compensation from subsidiaries and associates | Medium-Long Term Incentive Plan 2022-2024 (II cycle) | xxx | 107.125 | 107.125 | |||||||||
| (III) Total | xxx | 107.125 | 107.125 |
Version approved by the Board of Directors on March 12, 2026
emarket
Fair Storage
CERTIFIED
d'Amice
INTERNATIONAL SHIPPING CO.
2026 REPORT ON THE REMUNERATION POLICY AND COMPENSATION PAID
| No. 3 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 (II cycle) | xxx | 165.030 | 165.030 | |||||||
| (III) Total | xxx | 165.030 | 165.030 |
Version approved by the Board of Directors on March 12, 2026
emarket
edr storage
CERTIFIED
d'Amico
INTERNATIONAL SHIPPING CO.
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 | Distributable / Distributed | Deferred | Deferred Period | Not longer attributable | Distributable/ Distributed | Still Deferred | ||
| (I) Compensation in the Company preparing the financial statements | Medium-Long Term Incentive Plan 2022-2024 (II cycle) | 337.781 | |||||||
| (II) Compensation from subsidiaries and associates | |||||||||
| (III) Total | 337.781 | ||||||||
| Cesare d'Amico | Executive Director | Distributable / Distributed | Deferred | Deferred Period | Not longer attributable | Distributable/ Distributed | Still Deferred | ||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (I) Compensation in the Company preparing the financial statements | Medium-Long Term Incentive Plan 2022-2024 (II cycle) | 135.112 | |||||||
| (II) Compensation from subsidiaries and associates | |||||||||
| (III) Total | 135.112 | ||||||||
| Carlos Balestra di Mottola | CEO | Distributable / Distributed | Deferred | Deferred Period | Not longer attributable | Distributable/ Distributed | Still Deferred | ||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (I) Compensation in the Company preparing the financial statements | |||||||||
| (II) Compensation from subsidiaries and associates | Medium-Long Term Incentive Plan 2022-2024 (II cycle) | 249.958 | |||||||
| Short-term incentive plan | 500.000 | ||||||||
| (III) Total | 749.958 |
Version approved by the Board of Directors on March 12, 2026
emarket
e
d'Amic
H
International
SHPRAIS
2026 REPORT ON THE REMUNERATION POLICY AND COMPENSATION PAID
| No. 3 Managers with Strategic responsibilities | Distributable/ Distributed | Deferred | Deferred Period | Not longer attributable | Distributable/ Distributed | Still Deferred | ||
|---|---|---|---|---|---|---|---|---|
| (I) Compensation in the Company preparing the financial statements | ||||||||
| (II) Compensation from subsidiaries and associates | Medium-Long Term Incentive Plan 2022-2024 (II cycle) | 385.070 | ||||||
| Short-term incentive plan | 630.768 | |||||||
| (III) Total | 1.015.838 |
Version approved by the Board of Directors on March 12, 2026
emarket
sdn storage
CERTIFIED
d'Amico
INTERNATIONAL SHIPPING CO.
2026 REPORT ON THE REMUNERATION POLICY AND COMPENSATION PAID
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) | N/A (direct ownership) | 17.166 | 0 | 23.134 | 0 | 40.300 |
| Cesare d'Amico | Executive member of the Board of Directors | N/A (direct ownership) | 103.733 | 0 | 9.253 | 0 | 112.986 |
| FI.PA. Finanziaria di Partecipazione S.p.A. | 420.000 | 0 | NA | 100.000 | 320.000 | ||
| N/A (indirect ownership through a natural person) | 20.000 | 0 | NA | 20.000 | 0 | ||
| Carlos Balestra di Mottola | Executive member of the Board of Directors (CEO) | N/A (direct ownership) | 35.837 | 0 | 17.119 | 0 | 52.956 |
| Lorenzo d'Amico | Non-executive and non-independent member of the Board of Directors (since 23.4.2024) | N/A (direct ownership) | 7.800 | 0 | NA | 0 | 7.800 |
| Antonia d'Amico | Non-executive and non-independent member of the Board of Directors (since 23.4.2024) | 0 | 0 | 0 | 0 | 0 | 0 |
| Massimiliano Della Zonca | Non-executive and non-independent member of the Board of Directors (since 23.4.2024) | 0 | 0 | 0 | 0 | 0 | 0 |
| Monique I.A. Maller | Non-executive and independent member of the Board of Directors (since 20.4.2021) | 0 | 0 | 0 | 0 | 0 | 0 |
| Marcel C. Saucy | Non-executive and independent member of the Board of Directors (since 20.4.2021) | 0 | 0 | 0 | 0 | 0 | 0 |
| Tom Loesch | Non-executive and independent member of the Board of Directors (since 20.4.2021) | 0 | 0 | 0 | 0 | 0 | 0 |
Version approved by the Board of Directors on March 12, 2026
2026 REPORT ON THE REMUNERATION POLICY AND COMPENSATION PAID
eMARKET
sdir change
CERTIFIED
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. 3 Managers with Strategic responsibilities | CFO | N/A (direct ownership) | 1.866 | 0 | 4.626 | 3.500 | 2.992 |
Version approved by the Board of Directors on March 12, 2026
2026 REPORT ON THE REMUNERATION POLICY AND COMPENSATION PAID
eMARKET
sdr storage
CERTIFIED
Oo
GLOSSARY
| Executive Directors | There are 3 directors (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 delegated powers 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 demand 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, all independent (with an independent Chairman) and is responsible for assisting the Board of Directors with advisory and proposal functions |
| 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. |
| d'Amico Group | The broader Group which the Company belongs to. |
| DIS Group | The Group the Company is the holding of. |
Version approved by the Board of Directors on March 12, 2026
2026 REPORT ON THE REMUNERATION POLICY AND COMPENSATION PAID
eMARKET
eOR SECRETS
CERTIFIED
| Hedging Effectiveness | Comparison between period agreements and spot agreements. |
|---|---|
| Post-employment (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 recognizes 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 Company's BoD 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 2026 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 2025-2027 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. |
Version approved by the Board of Directors on March 12, 2026