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EGLA

Laminations & Cores for E-Motors | Generators | Transformers

Report on

Remuneration Policy 2026

and Compensation Paid in 2025

REMUNERATION POLICY 2026 | 3

Report on
Remuneration Policy 2026
and Compensation Paid
in 2025

prepared pursuant to Art. 123-ter of Italian Legislative Decree No. 58 of 24 February 1998, as well as to Art. 84-quater and Annex 3A, Schemes 7-bis and 7-ter of the Regulation adopted through Consob Resolution No. 11971 of 14 May 1999.

Approved by the Board of Directors
of 23 March 2026

This is an English translation;
in case of discrepancies, the Italian version prevails.

www.eglagroup.com

Letter from the Chair of the Appointments and Remuneration Committee

Dear Shareholders,

On behalf of the Appointments and Remuneration Committee and the Board of Directors of EuroGroup Laminations S.p.A., I am pleased to present the Annual Report on the Remuneration Policy for 2026 and on the compensation paid in 2025, approved by the Board of Directors on 23 March 2026.

The report, prepared in accordance with the governance model adopted by the Company and with the recommendations of the Corporate Governance Code, represents an important opportunity to share the principles underlying EuroGroup's remuneration policy for 2026, as well as the results of its application in 2025, with a view to open and transparent communication with all stakeholders.

The year 2025, the third year since the Company's listing on the main market of Borsa Italiana, was characterised by continued geopolitical uncertainty and by a rapid transformation of the e-mobility sector, following changes in the regulatory and tariff framework and the resulting revisions by leading manufacturers of their strategies and technological mix. In this context, EuroGroup continued its programme of geographical diversification and the development of its know-how, while also launching significant initiatives to improve the efficiency of its industrial processes. The year 2026 will represent a transitional year for EuroGroup, during which the Group will focus on operational efficiency and cash generation, strengthening the resilience of its business model in order to fully capture the growth opportunities associated with the evolution of electrification over the medium to long term.

With the upcoming appointment of the new corporate bodies, scheduled at the Shareholders' Meeting convened for 4 May 2026, the Appointments and Remuneration Committee will also reach the end of its mandate. It is therefore natural, at this point of transition, to reflect on the path taken and to share some considerations on the work carried out.

Over these years, the Committee has closely followed the evolution of the Company and its strategic objectives, contributing, with a spirit of service and independence of judgement, to the development of a governance model based on balance, transparency and accountability. The Committee's work has been aimed at ensuring that decisions on appointments and remuneration reflect the values that guide EuroGroup: merit-based recognition, diversity of skills, attention to sustainability and the creation of long-term value for all stakeholders. In light of the Company's recent listing, particular attention has been paid to aligning remuneration policies with market best practices, also taking into account the recommendations received from investors and proxy advisors.

As in previous years, this remuneration policy has an annual duration, not only with a view to continuously enhancing its content but also in anticipation of the renewal of the corporate bodies. In defining the remuneration policy for 2026, an approach based on continuity of the short-term variable remuneration structure has been adopted, maintaining the features of the MBO plan approved in the 2025 policy. With regard to the 2023-2025 Stock Option Plan and the 2025-2027 Performance Share Plan, it has instead been acknowledged that the continued uncertainty of the market environment has rendered both plans no longer effective in ensuring incentivisation, retention and alignment of interests between management and shareholders over the long term. For these reasons, following a thorough assessment, it has been decided to propose to the next Shareholders' Meeting the revocation of both plans, leaving the new Appointments and Remuneration Committee full flexibility in defining a new long-term variable incentive system.

I would like to express my sincere gratitude to my fellow Committee members, Maria Giovanna Calloni and Jean Marc Gales, for their expertise, availability and the quality of the discussions that have characterised our joint work. I also thank the Board of Directors for its trust and ongoing dialogue, and the Company's structure for its valuable technical and organisational support.

With the renewal of the corporate bodies, the new Appointments and Remuneration Committee will inherit an important responsibility, in a constantly evolving context. I am confident that it will continue along the path that has been set, with the same commitment and attention to the principles of good governance and sustainable growth.

With sincere appreciation and best wishes for the work ahead to the new members,

Alessandra Bianchi,
Chair of the Appointments and Remuneration Committee
Milan, 23 March 2026

REMUNERATION POLICY 2026

Glossary

Chief Executive Officer/Group CEO/CEO: the Company's Chief Executive Officer, who holds individual delegated powers in the Company.

Independent Directors: the Directors who meet the independence requirements of Art. 147-ter, paragraph 4 and Art. 148, paragraph 3, of the Consolidated Finance Act, as well as those recommended by the Corporate Governance Code.

Shareholders' Meeting: the Shareholders' Meeting of EuroGroup Laminations S.p.A.

Corporate Governance Code/Code: the Corporate Governance Code for Listed Companies approved in January 2020 by the Corporate Governance Committee, applied with effect from 1 January 2021.

Civil Code/C.C.: the Italian Civil Code.

Board of Statutory Auditors: the Board of Statutory Auditors of EuroGroup Laminations S.p.A.

Audit, Risk and ESG Committee/CCRS: the Audit, Risk and Sustainability Committee of EuroGroup Laminations S.p.A.

Appointments and Remuneration Committee/CNR: the Appointments and Remuneration Committee of EuroGroup Laminations S.p.A.

Related Parties Committee: the committee for transactions with related parties of Euro-Group Laminations S.p.A.

Board/Board of Directors: the Board of Directors of EuroGroup Laminations S.p.A.

Reporting Date: the date of approval of this Report by the Board of Directors of Euro-Group Laminations S.p.A., i.e., 23 March 2026.

Trading Start Date: the first day of trading of the Company's ordinary shares on Euronext Milan, which occurred on 10 February 2023.

ESRs (Executives with Strategic Responsibilities): individuals with direct or indirect power and responsibility in the planning, management and control of Company operations, as envisaged in Art. 65, paragraph 1-quater of the Issuers' Regulation, which refers to Annex 1 to the Related Parties Regulation.

Year: the financial year to which this Report refers (2025).

EGLA/EuroGroup/Company/Issuer: Euro-Group Laminations S.p.A.

Fatality: workplace injury with fatal consequences

Group: collectively EuroGroup Laminations S.p.A. and companies under its direct or indirect control pursuant to Art. 93 of the Consolidated Finance Act.

Remuneration Policy: the Company's policy on the remuneration of Directors, general managers and ESRs, as well as Statutory Auditors, as illustrated in Section I of this Report.

Issuers' Regulation: the Regulation issued by Consob through Resolution No. 11971 of 1999 (as subsequently amended) on issuers.

Related Party Transactions Regulation/RPT Regulation: the Regulation issued by Consob Resolution No. 17221 of 12 March 2010 (as subsequently amended by Consob Resolution No. 21624 of 10 December 2020) on transactions with related parties.

Report: the Report on Remuneration Policy and Compensation Paid that EuroGroup Laminations S.p.A. is required to prepare pursuant to Art. 123-ter, Italian Legislative Decree No. 58 of 24 February 1998, and in compliance with the Corporate Governance Code.

Consolidated Finance Act/Consolidated Act/TUF: Italian Legislative Decree No. 58 of 24 February 1998 (as amended and supplemented) on financial intermediation.

REMUNERATION POLICY 2026

INTRODUCTION 10
Macroeconomic scenario and reference market 10
2025 results and 2026 outlook 11

EXECUTIVE COMPENSATION 13

REPORT ON REMUNERATION POLICY AND COMPENSATION PAID 16

EVOLUTION OF THE 2026 REMUNERATION POLICY 17

SECTION I: REMUNERATION POLICY 20

01 GOVERNANCE MODEL 21
1.1 Board of Directors 21
1.2 Appointments and Remuneration Committee 22
1.3 Shareholders' Meeting 24
1.4 Board of Statutory Auditors 24

02 PURPOSE, PRINCIPLES AND GUIDELINES OF THE 2026 REMUNERATION POLICY 25

03 STRUCTURE OF REMUNERATION FOR DIFFERENT MEMBERS OF THE GOVERNANCE BODIES 26
3.1 Remuneration of executive directors 26
3.2 Remuneration of ESRs 26
3.3 Short-Term Variable Remuneration (MBO) 27
3.3.1 MBO reporting and payout 28
3.4 Long-term variable remuneration (LTIP) 29
3.5 Clawback clauses 33
3.6 Benefits 33

04 SEVERANCE 34

05 NON-COMPETE AGREEMENTS 34

06 EXCEPTIONS 34

07 REMUNERATION OF THE SUPERVISORY BODIES 36

SECTION II: COMPENSATION PAID 40
Introduction 40

PART ONE 41
Implementation of the 2025 Remuneration Policy 41

IMPLEMENTATION OF THE 2025 REMUNERATION POLICY: FIXED COMPENSATION 42
Remuneration of the Board of Directors 42
Remuneration of the Board of Statutory Auditors 44
Remuneration of the Chief Executive Officer, Executive Directors and ESRs 44

IMPLEMENTATION OF THE 2025 REMUNERATION POLICY: MBO 45

IMPLEMENTATION OF THE 2025 REMUNERATION POLICY: LTI 46

ALLOCATION OF INDEMNITIES AND/OR OTHER BENEFITS FOR END OF OFFICE OR TERMINATION OF EMPLOYMENT 46

EXCEPTIONS TO THE REMUNERATION POLICY 46

APPLICATION OF EX-POST CORRECTION MECHANISMS FOR VARIABLE REMUNERATION 47

PAY RATIO GROUP CEO / EMPLOYEES 47

OUTCOME OF SHAREHOLDERS' MEETINGS 47

PART TWO 48
Detailed representation of compensation paid during the year 48

REMUNERATION POLICY 2026

Introduction

Macroeconomic scenario and reference market

The year 2026 opens in a geopolitical context that remains complex and fragmented. The conflicts in Ukraine and the Middle East continue to generate instability in international relations and supply chains, while tensions between the United States, China and the European Union remain elevated in the commercial, technological and energy spheres. The economic policies adopted by the US administration during 2025, including tariff measures introduced on specific product categories - including the automotive sector - have contributed to reshaping global trade dynamics, fostering a regional reorganisation of supply chains.

In this context, macroeconomic uncertainty persists, albeit alongside signs of gradual stabilisation compared to the volatility recorded in the previous two-year period. Inflationary pressures are gradually easing in the major advanced economies, supported by the restrictive monetary policies implemented by central banks since 2022, although interest rates remain above pre-pandemic levels.

The most recent estimates from the International Monetary Fund indicate moderate global economic growth in 2026, broadly in line with 2025, driven primarily by emerging Asian economies. In the United States, GDP growth remains positive but is slowing compared to post-pandemic peaks, with a backdrop characterised by resilient consumption but investments constrained by the high cost of capital and regulatory uncertainty. Risks remain linked to potential inflationary pressures stemming from protectionist trade policies and possible new disruptions in international supply chains.

In the Eurozone, growth remains subdued but is gradually improving compared to the previous two-year period, supported by a partial recovery in domestic demand and by industrial policies focused on the energy and digital transition. The disinflation process appears more firmly established, although energy costs remain structurally higher than historical levels and the manufacturing sector continues to show weakness, particularly in Germany, which is still facing a contraction in traditional industrial output and the transformation of the automotive sector.

With regard to the automotive market and, in particular, the e-mobility segment, 2026 confirms the structural growth trend of electrified vehicles (Battery Electric Vehicles - BEVs and Plug-in Hybrid Electric Vehicles - PHEVs), albeit with more normalised growth rates compared to the strong expansion recorded in 2025. Following the significant production rebound of the previous year, the market is moving towards a phase of greater selectivity and price competition, with increasing focus on industrial efficiency and the economic sustainability of investments.

China remains the leading global market for electric mobility, maintaining its leadership both in terms of production volumes and across the battery and related technology value chain. The Chinese market continues to account for the largest share of global BEV and PHEV production, supported by targeted industrial policies, economies of scale and strong vertical integration.

In Europe, the second key market, growth continues but at a more gradual pace compared to the particularly dynamic forecasts made in 2025. The confirmation of the target to phase out the sale of internal combustion engine vehicles by 2035 remains a key medium- to long-term driver, albeit with greater regulatory flexibility granted to manufacturers during the transition phase. At the same time, the European Union has strengthened investment programmes aimed at developing charging infrastructure, battery production capacity and strategic autonomy in critical raw materials - essential factors in supporting the sector's competitiveness.

In the United States, the electric vehicle market continues to show significant growth potential, although developments in the regulatory framework and public incentives have introduced elements of discontinuity. The trade and industrial policy measures adopted during 2025 have encouraged an increase in domestic manufacturing investment, but have also affected procurement costs and final pricing structures.

Despite the prospects of a structural increase in volumes over the medium term, the e-mobility market - particularly in Europe - faces significant challenges in 2026: increasing competitive pressure, especially from Asian manufacturers; margin compression; the need for continuous technological innovation; and a regulatory environment which, while reaffirming decarbonisation objectives, is increasingly attentive to the economic and social sustainability of the transition. In this scenario, industrial adaptability, operational efficiency and positioning along the value chain represent critical success factors.

2025 results and 2026 outlook

EGLA activities are organised into two business segments: (i) EV & AUTOMOTIVE, engaged in the design and production of motor cores (i.e., stators and rotors) for electric motors used for the propulsion of electric vehicles, as well as a wide range of non-propulsion automotive applications; and (ii) INDUSTRIAL, which designs and produces products used in various applications, including industrial, home automation, HVAC equipment, wind power, logistics, and pumps. The Group is also vertically integrated in the design and manufacture of stamping dies and casting dies used in the manufacture of its own products, which are also supplied to third parties.

EGLA operates worldwide and serves customers in approximately 40 countries. In particular, it is present in 5 countries through 15 production facilities, 8 of which are in Italy and 7 abroad (2 in Mexico, 2 in China, 1 in India, 1 in the United States, 1 in Tunisia).

In 2025, Adjusted EBITDA amounted to € 88.7 million (€ 116.0 million as at 31 December 2024), with an Adjusted EBITDA margin of 10.7%, down from 13.3% in 2024. The Group believes that the adjustments made provide a more accurate representation of its operating performance, excluding the effects of certain events and transactions. These adjustments, relating to specific costs, were necessary to ensure better comparability of historical data for the periods under review, as such data include income and expense items associated with business events not attributable to the Group's ordinary course of operations, mainly relating to professional fees for M&A transactions, costs for strategic advisory services aimed at supporting the Group in achieving greater effectiveness and efficiency in its business processes, costs associated with stock option plans, and costs relating to the second phase of implementation of the new ERP system in the subsidiary Eurotranciatura S.p.A.

Revenues from the E-mobility solutions segment in 2025 amounted to € 514,327 thousand (€ 562,159 thousand in 2024), a decrease of € 47,832 thousand (-8.5%) compared to the previous year. This decrease is mainly attributable to lower sales volumes in the Americas and, to a lesser extent, in Europe due to the adverse macroeconomic environment in the second half of 2025, partially offset by increased sales volumes in the E-mobility solutions segment from the Chinese subsidiaries. In 2025, the Group once again confirmed its leadership in its key markets across EMEA and North America.

Revenues from the Industrial & Infrastructure solutions segment in 2025 amounted to € 316,702 thousand (€ 307,230 thousand as at 31 December 2024), an increase of € 9,472 thousand (+3.1%) compared to the previous year. The growth is mainly attributable to the consolidation of the company Kumar Precision Stampings Private Limited, which allowed the Group to enter the transformers market, and more than offset the slight slowdown in the EMEA and North America areas.

Revenues in the EMEA area were equal to € 430,993 thousand (€ 472,562 thousand as at 31 December 2024), down by 8.8% due to the reduction in sales prices, in line with the reduction in the price of steel, which more than offset the slight increase in volumes (+4.3%). During the financial year, there was a lower demand in the reference markets in Germany and an increase in the other countries, mainly in Great Britain.

Revenues in the Americas amounted to € 283,950 thousand (€ 338,923 thousand as at 31 December 2024), representing a decrease of 16.2%, due to lower steel prices, a slight reduction in volumes, unfavourable Euro/USD exchange rates, uncertainties arising from

REMUNERATION POLICY 2026

the global macroeconomic environment and the application of tariffs. The decrease is partially offset by the growth of the E-mobility solutions segment in Mexico. The reduction in volumes is attributable to the subsidiary Eurotranciatura USA.

Revenues in Asia amounted to € 116,086 thousand (€ 57,904 thousand as at 31 December 2024), representing a significant increase of 100.5%, driven by the consolidation and the start of production of major new projects in the E-mobility solutions segment by Chinese subsidiaries and the entry into the Industrial & Infrastructure solutions segment of Kumar Precision Stampings Private Limited. The company acquired in November 2024, and therefore included in the 2024 figures for only two months, enabled the Group to enter the transformer market.

With reference to the outlook for operations, as described in the paragraph "Macroeconomic scenario and reference market" and in the most recent economic updates, the International Monetary Fund highlights how the global economy is showing overall resilient growth, albeit characterised by diverging forces. The latest estimates indicate global growth of 3.3% in 2026 and 3.2% in 2027, broadly in line with 2025 levels, reflecting a balance between negative factors — such as trade tensions and heightened geopolitical uncertainty — and positive drivers, including strong growth in investments related to new technologies and artificial intelligence, still relatively accommodative financial conditions, and supportive fiscal and monetary policies in certain advanced economies.

At the same time, developments in the geopolitical landscape are introducing new risk factors for the macroeconomic outlook, which has been further affected by the recent attack on Iran by the United States and Israel. In particular, the European Central Bank has recently warned that a prolonged conflict in Iran could trigger a new energy shock, with increases in oil and gas prices and consequent upward pressure on inflation in the Euro area. A prolonged conflict in the Gulf could lead to dynamics similar to those observed following Russia's invasion of Ukraine, potentially slowing European economic growth and complicating the path towards inflation normalisation to the 2% target.

The overall impact will largely depend on the intensity and duration of the conflict; however, even in its early stages, tensions in the Middle East have led to significant fluctuations in energy and financial markets, with increases in commodity prices and heightened volatility in European bond and equity markets. In this context, the macroeconomic environment remains highly uncertain: while technological investments continue to support global economic activity, new geopolitical and energy shocks could slow growth and make monetary policy management in the Euro area more complex.

The automotive sector continues to be among the most exposed to the trade and geopolitical tensions shaping the global economic environment. Protectionist policies adopted in recent years by the United States, together with increasing trade fragmentation, have heightened uncertainty for global manufacturers, affecting investment plans and supply chain structures. According to the latest analyses by S&P Global Mobility, the global automotive market is currently experiencing moderate growth, with light vehicle sales in 2026 expected to remain broadly stable compared to 2025, in a context characterised by uneven demand across geographical areas and still relatively restrictive financial conditions.

Executive Compensation

Remuneration component	Purpose	Criteria	Values (*)
Total fixed compensation	The fixed remuneration is determined in relation to the powers granted and the role assigned, taking into account the applicable market references for comparable roles and the impact on company results	Remuneration in line with market conditions, assessing the existence of any inflationary scenarios and other relevant metrics	Non-executive chair: € 469,700
Chief Executive Officer: € 709,490
Vice Chair/Deputy Group CEO: € 621,760
Executive Director (Automotive Business): € 350,000
Executive Director (Industrial Business): € 264,486
MBO	Short-term remuneration system aimed at achieving company objectives in line with the business plan approved by the Board of Directors	• assessment period annual
• payout: cash
• forecasting of malus and clawback clauses	Chief Executive Officer: € 211,308 (30% fixed compensation) at target
€ 316,962 cap
Vice Chair/Deputy Group CEO: € 186,528 (30% fixed compensation) at target
€ 279,792 cap
Executive Director (Automotive Business): € 617,610 (25% fixed compensation) at target
€ 131,250 cap
Executive Director (Industrial Business): € 70,000 (25% fixed compensation) at target
€ 105,000 cap
ESRs: 20-30% Fixed Compensation
Long Term Incentive Plan (LTIP) - Stock Options Plan SOP
Long Term Incentive Plan (LTIP) - 2025-2027 Performance Share Plan PSP	Please refer to paragraph 3.4.
Non-Compete Agreements	Aimed at limiting the risk that the employee, for a period following termination of the employment relationship, will go to work for a competitor	Non-Compete Agreements are considered unnecessary and therefore are not envisaged in the 2026 policy for the Group CEO and the Vice Chair/Deputy Group CEO while NCAs are in place for the other two executive directors and for most of the ESRs
Severance	Clauses governing cases of early termination, forfeiture or non-confirmation of Executive Directors	The 2026 remuneration policy does not provide for any specific additional severance arrangements beyond those required by applicable laws in the individual countries and/or by existing collective agreements.

(*) Compensation figures may vary following the renewal of the Board of Directors of the Parent Company, its subsidiaries and affiliates, and its internal committees.

REMUNERATION POLICY 2026

MBO objectives: Weight of KPIs

Objective	Weight	Position
Group Adjusted EBITDA	50%	Group CEO and Vice Chair/Deputy Group CEO
Financial Objectives (*)	35%
ESG	15%
Group Adjusted EBITDA	10%	BU CEOs
BU Adjusted EBITDA	45%
Financial Objectives (*)	20%
ESG	15%
Key/Special Project	10%

(*) Financial objectives are defined based on the role and area of expertise

An entry gate linked to adjusted net profit (on/off) is defined for the plan.

For each KPI, a performance curve is defined with a minimum threshold (80%), a target value (100%) and a maximum value (110%). Once the minimum threshold is reached, 70% of the bonus will be paid, 100% at the Target value and 150% at the maximum value. For results between minimum/average and average/maximum of the target, the bonus will be defined by linear interpolation. There will be no payout for any objective with a performance result below the minimum. For any result above the maximum level of 110%, the corresponding payout will always be 150%. The Key/Special Project objective, however, is an on/off objective not linked to the performance scale. The final KPI value is independent of the other final values.

MBO Incentive Curve

Entry Gate	Adjusted Net Income
	Threshold	TGT	MAX
Performance	80%	100%	110%
Payout	70%	100%	150%

MBO Incentive Curve

% PERFORMANCE/% PAYOUT

Chart 1 - Remuneration of the Group CEO Pay Mix Group CEO Target

PAY MIX GROUP CEO TARGET
Fixed Compensation MBO

PAY MIX GROUP CEO (Min - Max)
Fixed Compensation MBO

Chart 2 - Remuneration of the Vice Chair/Deputy Group CEO Pay Mix Vice Chair / Deputy Group CEO Target

PAY MIX DEPUTY GROUP CEO TARGET
Fixed Compensation MBO

PAY MIX DEPUTY GROUP CEO (Min - Max)
Fixed Compensation MBO

Chart 3 - Average remuneration of the BU CEOs PAY MIX BU CEOs

PAY MIX CEO AUTOMOTIVE TARGET
Fixed Compensation MBO

PAY MIX CEO AUTOMOTIVE (Min - Max)
Fixed Compensation MBO

PAY MIX CEO INDUSTRIAL TARGET
Fixed Compensation MBO

PAY MIX CEO INDUSTRIAL (Min - Max)
Fixed Compensation MBO

REMUNERATION POLICY 2026

Report on Remuneration Policy and Compensation Paid

This Report, approved on 23 March 2026 by the Board of Directors of EuroGroup Laminations S.p.A., was prepared pursuant to Art. 123-ter of the TUF and Art. 84-quater of the Issuers' Regulation, and in accordance with Annex 3A, Schemes 7-bis and 7-ter to the Issuers' Regulation.

The Report is subdivided into the following sections:

Section I

illustrates the Company policy on the remuneration of members of the Board of Directors, general managers and ESRs and, without prejudice to the provisions of Art. 2402 of the Italian Civil Code, members of the supervisory body for 2026 (the "Remuneration Policy"), as well as the procedures used for adoption and implementation of the Policy;

Section II

individuals for members of the administration and supervisory bodies and collectively for ESRs:
provides an adequate representation of each of the items comprising remuneration, including the terms provided in the event of cessation of office or termination of employment, highlighting their consistency with the Company's remuneration policy for the relevant financial year;
illustrates in detail the compensation paid in the relevant financial year for any reason and in any form by the Company and its subsidiaries or affiliates, indicating any components of said compensation that refer to activities carried out in financial years prior to the year under review and, in addition, indicating compensation to be paid in one or more subsequent years in respect of the activity carried out in the financial year under review, possibly indicating an estimated value for components that cannot be objectively quantified in that year.

The Report also includes (i) tables relating to compensation paid to members of the Board of Directors (including the Chair, Chief Executive Officer and Executive Directors), and the Board of Statutory Auditors, as well as to ESRs during the year; and (ii) the table relating to investments in the Issuer held by members of the Board of Directors, Board of Statutory Auditors and ESRs.

In line with the current regulatory framework, the Remuneration Policy set out in Section I of this Report will be submitted to a binding vote of the Shareholders' Meeting called, pursuant to Art. 2364, paragraph 2, of the Italian Civil Code, to approve the financial statements as at 31 December 2025, as the Remuneration Policy approved by the Shareholders' Meeting of 5 May 2025 had a one-year duration. As part of a process of gradual development of the Remuneration Policy, the Company considered it appropriate to set 2026 as the time horizon.

Pursuant to Art. 123-ter, paragraph 3-ter, of the Consolidated Finance Act, the Company Shareholders' Meeting is required to express its vote for or against Section I of the Remuneration Report in a binding resolution. If the Shareholders' Meeting does not approve Section I of the Remuneration Report, the Company will pay the remuneration according to the latest approved policy (i.e. the Remuneration Policy approved by the Shareholders' Meeting of 5 May 2025) and a new remuneration policy will be submitted to the shareholders' vote at the latest at the next Shareholders' Meeting.

In addition, pursuant to Art. 123-ter, paragraph 6 of the Consolidated Finance Act, Section II of this Report will be submitted to the non-binding advisory vote of the Shareholders' Meeting called, pursuant to Art. 2364, paragraph 2, of the Italian Civil Code, to approve the financial statements for 2025.

For the above purposes, based on Art. 84-quater of the Issuers' Regulation, this Report is made available to the public in accordance with the legal methods and terms and can be consulted in the specific section of the EGLA website, https://www.eglagroup.com/governance under Governance Reports.

Evolution of the 2026 remuneration policy

The 2026 Remuneration Policy of EGLA, in continuity with previous policies, continues the process of alignment with best market practices, taking into account the results of Shareholders' Meeting votes and seeking to respond to comments received from the Proxy Advisors.

While continuing in this direction, 2026 looks like a year in which the global and market context makes the reference scenario highly uncertain.

The main developments in 2026 are therefore to be linked to this situation:

1. Revocation of the LTI Plan SOP

On 18 November 2022, the Company's Ordinary Shareholders' Meeting approved the adoption of the 2023-2025 Stock Option Plan (the "SOP"), the regulation of which was subsequently approved by the Board of Directors on 18 January 2023. The SOP provided for a grant period until 31 December 2025, with a duration of five years and structured in three cycles, with possible vesting of rights and allocation of options during 2026, 2027 and 2028. The SOP was aimed at incentivising and retaining individuals who play a key role in achieving the Group's objectives, as well as aligning the interests of management with those of shareholders over the medium to long term.

As further detailed in paragraph 3.4 of this Report, the Board of Directors, with the support of the Appointments and Remuneration Committee, has acknowledged that the SOP has lost its incentive effectiveness for beneficiaries and intends to submit for approval by the Shareholders' Meeting to grant each holder of options under the SOP the right - to be exercised within 90 days of receipt of a specific proposal - to irrevocably waive all options held, in exchange for the payment of a settlement amount of € 0.22 for each option waived.

2. Revocation of the LTI Plan PSP

On 2 April 2025, the Company's Board of Directors approved, following the opinion of the Appointments and Remuneration Committee, a new medium/long-term incentive plan for the period 2025-2027 linked to the 2025-2028 Strategic Plan, providing for the allocation of a specified number of Company shares, free of charge, upon achievement of predetermined objectives linked to the achievement of the Company's strategic goals. The Plan had a time horizon of 3 years for performance monitoring (the "Vesting Period") plus 2 years for the delivery of shares (taking into account a lock-up period of 12 months).

In the months following approval of the Plan, the Board of Directors had already deemed it appropriate not to implement the Plan immediately, also in light of developments in the general market and business environment.

At present, in light of the evolution of the economic and market environment, as well as the consequent revision of the Company's strategic priorities, the Plan is no longer aligned with the Group's medium- to long-term objectives. The Board of Directors therefore considers it necessary to propose to the Ordinary Shareholders' Meeting that the Performance Shares Plan be revoked.

REMUNERATION POLICY 2026

SECTION I: Remuneration Policy

This section of the Report describes and illustrates the essential features of the Remuneration Policy adopted by the Company, which defines the principles and guidelines followed by the Group to which the Company belongs in determining and monitoring the application of remuneration practices applicable to the Board of Directors, the Chief Executive Officer, other Executive Directors, other ESRs of EGLA and, where applicable, similar key figures present in other companies belonging to the Group.

The Company's Remuneration Policy is defined in line with the Company's strategic objectives and the principles of the Corporate Governance Code. Its primary objectives are to motivate, retain and attract the best professional skills in the international labour market to generate sustainable success to the benefit of shareholders, taking into account the interests of stakeholders. The Remuneration Policy therefore pursues the creation of sustainable value in the medium-long term for the Company and its Shareholders by balancing fixed and variable remuneration.

Remuneration is consistent with the complexity of the role and responsibilities assigned, the results achieved, and the quality of individual professional contribution.

The economic compatibility of the Remuneration Policy is ensured through compliance with annually defined budget policies and the identification of thresholds for access to variable compensation systems linked to expected profitability.

The Remuneration Policy, as included in this Report, was adopted by the Board of Directors on 23 March 2026, at the proposal of the Appointments and Remuneration Committee, also taking into account the recommendations of the Corporate Governance Code and feedback from proxy advisors. It should be noted that the Remuneration Policy adopted by the Company is intended to govern the 2026 financial year, without prejudice to the right of the new Board of Directors to adopt the most appropriate decisions in this regard, in compliance with the governance framework set out in this Report. The Board of Directors, based on the proposals and opinions of the Appointments and Remuneration Committee, has further developed and articulated the Remuneration Policy, taking into account developments in the regulatory framework and the Company's business strategy.

As envisaged for related party transactions under Consob Regulation No. 17221 of 12 March 2010, as amended (the "Related Parties Regulation"), as implemented in the internal related party transactions procedure, most recently updated on 13 March 2023, the approval of the Remuneration Policy by the Shareholders' Meeting exempts the Company from applying the aforementioned related party transactions procedure to resolutions regarding the remuneration of directors and ESRs, provided such resolutions are consistent with the Remuneration Policy approved by the Shareholders' Meeting and that the remuneration awarded is identified in accordance with that policy and quantified on the basis of criteria that do not involve discretionary assessments. Furthermore, pursuant to Art. 13, paragraph 1, of the Related Parties Regulation, the above procedure does not apply to the shareholder resolutions referred to in Art. 2389, paragraph 1, of the Italian Civil Code regarding the remuneration due to members of the Board of Directors, nor to resolutions regarding the remuneration of directors holding special offices, falling within the total amount determined in advance by the shareholders pursuant to Art. 2389, paragraph 3, second sentence, of the Italian Civil Code.

01 | Governance Model

The main individuals and bodies of EGLA involved in the preparation and approval of the Remuneration Policy are the Shareholders' Meeting, the Board of Directors, the Appointments and Remuneration Committee and the Board of Statutory Auditors.

1.1 Board of Directors

The Board of Directors:

i. fills the Appointments and Remuneration Committee from among its members;
ii. determines and periodically reviews, after examining the Appointments and Remuneration Committee's proposals and after consulting the Board of Statutory Auditors, the remuneration of managing directors and other directors who hold special offices, and also establishes, if the Shareholders' Meeting has not already done so, the allocation of overall remuneration due to members of the Board of Directors;
iii. defines, at the proposal of the Appointments and Remuneration Committee, the Remuneration Policy, and submits it to the Shareholders' Meeting;
iv. approves the Report on Remuneration Policy and Compensation Paid, pursuant to Art. 123-ter of the Consolidated Finance Act, Art. 84-quater of the Issuers' Regulation and Art. 5 of the Corporate Governance Code;

prepares any compensation plans based on shares or other financial instruments for directors, employees (including ESRs) and collaborators, submits them to the Shareholders' Meeting for approval in accordance with Art. 114-bis of the Consolidated Finance Act, and oversees their implementation.

The table below indicates the Board of Directors' members in office at the Reporting Date, who will remain in office until the Shareholders' Meeting called to approve the Company's financial statements as at 31 December 2025.

First and Last Name	Office
Sergio Iori	Chair of the Board of Directors
Isidoro Guardalà	Vice Chair of the Board of Directors (*)
Marco Stefano Arduini	Chief Executive Officer (*)
Gunter Bellinger	Director (**)
Alessandra Bianchi	Director (**)
Maria Giovanna Calloni	Director (**)
Leonardantonio Franchini	Director (*)
Axel Volker Dill	Director (*)
Jean-Marc Pierre Gales	Director
Roberto Francesco Quagliuolo	Director

() Executive Director
(*) Independent director pursuant to Art. 147-ter, paragraph 4 and Art. 148, paragraph 3 of the Consolidated Finance Act and Art. 2 of the Corporate Governance Code.

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1.2 Appointments and Remuneration Committee

Pursuant to internal regulations governing the composition, duties and operation of the committee ("Regulations of the Committee"), the Company's Appointments and Remuneration Committee (ARC) established within the Board of Directors on 18 November 2022 and effective from the Trading Start Date, in accordance with the Corporate Governance Code, is composed of three non-executive directors, most of whom are independent, and is chaired by an independent director. At least one member of the Committee must have adequate expertise and experience in financial matters or remuneration policies, to be evaluated by the Board of Directors at the time of appointment. It should be noted that all three members of the Committee have the required expertise and experience in financial matters and compensation policies. Pursuant to the Regulations of the Committee, the members of the Appointments and Remuneration Committee and its Chair are appointed and dismissed by resolution of the Board of Directors.

In addition, pursuant to the Regulations of the Committee, unless otherwise determined by the Board of Directors at the time of appointment, the term of office of the members of the Appointments and Remuneration Committee is the same as that of the Board of Directors to which the members of the Committee belong.

The Appointments and Remuneration Committee, which assists the Board of Directors in carrying out the tasks assigned to it in the field of remuneration, has, among other things, the following tasks, which are proactive and advisory in nature:

I. assist the Board of Directors in defining the remuneration policy for directors and ESRs;
II. periodically assess the adequacy, overall consistency and practical application of the remuneration policy for directors and ESRs;
III. submit proposals or express opinions to the Board of Directors on the remuneration of executive directors and other directors who hold special offices, as well as on the setting of performance targets related to the variable component of such remuneration, monitoring the implementation of decisions adopted by the Board and the actual achievement of performance targets;
IV. express an opinion on particular and specific compensation-related matters for which the Board of Directors has requested its consideration;
V. support the Board of Directors in defining the optimal composition of the Board and its committees and in performing the self-assessment of the Board and its committees.

The Chair of the Appointments and Remuneration Committee reports:

I. to the Board of Directors, at least every six months, on the activities carried out; and
II. to the Shareholders' Meeting, annually at the time of approval of the financial statements, on the manner in which it performs its functions.

The Appointments and Remuneration Committee meets:

I. on call by its Chair, as often as the Chair deems appropriate, but at least every six months; or
II. when requested by the executive directors or the Chair of the Board of Statutory Auditors or the Chair of the Board of Directors or two members from the same Committee.

The presence of a majority of the members in office is required for the meetings of the Appointments and Remuneration Committee to be valid.

Determinations of the Appointments and Remuneration Committee are made by an absolute majority of the members in office.

Meetings of the Appointments and Remuneration Committee are attended by the Chair of the Board of Statutory Auditors (or another auditor designated by him), and other statutory auditors may also attend. The Chair of the Appointments and Remuneration Committee has the power to invite to the meetings of the Appointments and Remuneration Committee other persons whose presence may assist in ensuring an optimal performance of the Appointments and Remuneration Committee's functions.

The Appointments and Remuneration Committee, in agreement with the Audit, Risk and ESG Committee, also reviews the compensation granted to the head of the Internal Audit function to ensure that it is in line with the Group's remuneration policies and consistent with the role and tasks assigned to him or her.

In order to prevent and avoid possible conflicts of interest, no director may attend meetings of the Appointments and Remuneration Committee at which proposals are made to the Board of Directors regarding his or her own remuneration, except in the case of proposals affecting all members of the committees formed within the Board of Directors.

During 2025, 8 meetings of the Appointments and Remuneration Committee were held, with an average duration of about an hour. The meetings were regularly attended by the statutory auditor delegated by the Board of Statutory Auditors, Pietro Ebreo.

At the date of this Report, 3 meetings of the Appointments and Remuneration Committee have been held in 2026, on 25 February, 11 March and 20 March.

The Appointments and Remuneration Committee, in the exercise of its powers and in line with the Corporate Governance Code, at the meeting of 20 March 2026 expressed its opinion in favour of the structure and content of the Remuneration Policy and of the Report.

The following table shows the composition of the Appointments and Remuneration Committee, which will remain in office until the approval of the 2025 financial statements.

First and Last Name	Office
Alessandro Bianchi	Committee Chair (*)
Maria Giovanna Calloni	Committee Member (*)
Jean-Marc Pierre Gales	Committee Member

(*) Independent director pursuant to Art. 147-ter, paragraph 4 and Art. 148, paragraph 3 of the Consolidated Finance Act and Art. 2 of the Corporate Governance Code.

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1.3 Shareholders' Meeting

On the subject of remuneration, the Shareholders' Meeting:

i. appoints and removes members of the Board of Directors, members of the Board of Statutory Auditors and its Chair and, if necessary, the Vice Chair;
ii. determines the compensation of members of the Board of Directors and the Board of Statutory Auditors in accordance with law and the Articles of Association;
iii. casts a binding vote on Section I of the Report on Remuneration Policy and Compensation Paid prepared by the Board of Directors, pursuant to Art. 123-ter, paragraph 3-ter of the Consolidated Finance Act;
iv. casts an advisory vote on Section II of the Report on Remuneration Policy and Compensation Paid prepared by the Board of Directors, pursuant to Art. 123-ter, paragraph 6, of the Consolidated Finance Act;
v. resolves on any compensation plans based on shares or other financial instruments of the Company for directors, employees (including ESRs) and collaborators, pursuant to Art. 114-bis of the Consolidated Finance Act.

1.4 Board of Statutory Auditors

The Board of Statutory Auditors expresses its opinion on the proposed remuneration of directors holding special offices pursuant to Art. 2389, paragraph 3, of the Italian Civil Code and Art. 22, paragraph 2, of the Articles of Association. The Board of Statutory Auditors, in office at the Date of the Report, will remain in office until approval of the financial statements for 2025 and is composed of the Statutory Auditors indicated in the table below:

First and Last Name	Office
Luigi Emilio Garavaglia	Chair of the Board of Statutory
Pietro Ebreo*	Statutory Auditor
Maria Venturini	Statutory Auditor
Giancarlo Gandola	Alternate Auditor
Roberta Sironi	Alternate Auditor

(*) Statutory Auditor delegated to attend Appointments and Remuneration Committee meetings

02 | Purpose, principles and guidelines of the 2026 Remuneration Policy

In defining the Remuneration Policy for executive directors and ESRs, the Board of Directors took into consideration the following principles and criteria:

ensuring a transparent remuneration and incentive system aimed at attracting, motivating and retaining key individuals with the skills and characteristics needed to achieve sustainable success, rewarding individual performance and quality of professional contribution, in compliance with applicable national and corporate laws and collective bargaining contracts;
ensuring a balance between the fixed and variable components that is appropriate and consistent with the Company's strategic objectives and risk management policy, taking into account the nature of the company's business and the industry in which it operates, envisaging that the variable portion also represents an increasingly significant part of total remuneration over time;
envisaging a fixed component sufficient to remunerate the performance of directors and ESRs in the event that the variable component is not paid due to failure to achieve the performance targets set by the Board of Directors;
envisaging a variable remuneration component consisting of a portion linked to short-term criteria;
further assessing during the year the opportunity to introduce new medium/long-term incentive instruments for the benefit of management, in light of developments in the market environment and in line with the Group's strategic objectives and the principles of the remuneration policy and best practices;
defining performance objectives pursuant to Art. 5, Recommendation 27 of the Code - i.e. the economic results and any other specific objectives to which disbursement of the variable components is linked - predetermined, measurable and with defined time horizons, consistent with the strategic objectives of the company and aimed at promoting its sustainable success.

Moreover, pursuant to Art. 5, Recommendation 27 of the Corporate Governance Code, the Remuneration Policy for directors and executives with strategic responsibilities defines provisions that enable the company to recover and/or withhold, in whole or in part, the variable components already paid out or due, where they were based on data which subsequently proved to be manifestly misstated, and any other circumstances identified by the company (Clawback clauses).

The Remuneration Policy has a one-year duration, without prejudice to applicable exceptions.

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03 | Structure of remuneration for different members of the governance bodies

3.1 Remuneration of executive directors

The remuneration of all executive directors, in light of the assessments carried out with regard to the LTIs currently in place, consists of:

a. a fixed annual component (the Total Fixed Compensation), determined to a significant extent and consistent with the position and commitment required. This remuneration is defined within the limits of the total amount approved by the Ordinary Shareholders' Meeting pursuant to Art. 2389, paragraph 3, of the Italian Civil Code and the Articles of Association, with breakdown as follows:

i. a Gross Annual Remuneration for the office held;
ii. an amount as Compensation for office held with the Parent Company;
iii. an amount as Compensation for offices held with Subsidiaries, where applicable;
b. a short-term variable component (MBO) linked to performance targets defined on an annual basis, as summarised in the Executive Summary.

3.2 Remuneration of ESRs

"ESRs", i.e. executives with strategic responsibilities, are individuals who have the power and responsibility, directly or indirectly, for the planning, management and control of the Company's activities, as envisaged in Art. 65, paragraph 1-quater of the Issuers' Regulation, which refers to Annex 1 to the Related Parties Regulation.

The remuneration of ESRs, in light of the assessments carried out with regard to the LTIs currently in place, consists of:

a. a fixed annual component (the Total Fixed Compensation), determined to a significant extent, consistent with the position and commitment required and, in any event, in an amount sufficient to remunerate performance if the variable component should not be paid due to failure to achieve the expected performance objectives;
b. Short-term variable component (MBO) linked to performance targets defined on an annual basis, as summarised in the Executive Summary;

3.3 Short-Term Variable Remuneration (MBO)

The Group has annual cash incentive plans in place for the Chief Executive Officer, executive directors and ESRs. The main MBO payout criteria are linked to financial performance and ESG objectives, identified from year to year by the Company in coordination with the Appointments and Remuneration Committee, from among economic/financial data such as: Group, Business and Local Entity EBITDA, other financial objectives, ESG objectives and objectives linked to special budget enhancement projects for the reporting period.

The right to the variable remuneration will be assigned to a beneficiary executive if certain conditions are met as represented in the incentive curve.

The incentive plan envisages an on/off Entry gate linked to the value of the Group's Adjusted Net Income. If the Adjusted Net Income is negative, no bonus will be paid. If the Adjusted Net Income is positive, each KPI will be calculated according to the thresholds described above (Minimum Threshold, Target Value, Maximum Value).

There will be no payout for any objective with a performance result below the minimum. For any result above the maximum level of 110%, the corresponding payout will always be 150%. The Key/Special Project objective, however, is an on/off objective not linked to the performance scale. The final KPI value is independent of the other final values.

With reference to ESG KPIs, the use of two different indicators is confirmed: one of a Safety nature, relating to workplace accidents, aimed at measuring the performance of the Group's Frequency Index and Severity Index and those of the relevant legal entities, and another of a Social nature, relating to the adoption of a specific number of social initiatives in support of local communities.

The confirmation of an ESG KPI within the short-term incentive plan is intended to further raise awareness and strengthen management accountability with regard to the implementation of sustainability policies for the Group and for all employees.

Depending on the role held, the reference for the ESG KPI may be consolidated (Group ESG) or sector-specific (BU/Local Entity).

It remains understood that, as in the past, in the event of a fatality, the ESG objective will be deemed automatically not achieved.

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3.3.1. MBO reporting and payout

The results of the objectives assigned to MBO beneficiaries are provided by the Finance and ESG function. The Human Resources ("HR") function illustrates the results and proposed payout to the Appointments and Remuneration Committee. Final approval of the results takes place after an opinion in favour from the Appointments and Remuneration Committee and approval of the consolidated financial statements for the year.

The payment will be made within 60 calendar days of approval of the financial statements by the Shareholders' Meeting, except for the clawback clauses indicated in paragraph 3.5.

EBITDA results and other financial targets will be adjusted to exclude non-recurring, extraordinary or non-operating items and will therefore be considered on an adjusted basis.

The bonus payout is subject to continued service with one of the Group companies at the actual date of disbursement.

A number of exceptional cases should also be considered:

if the employment ends before disbursement of the bonus due to (i) meeting pension requirements or (ii) death or invalidity, the beneficiary or their heirs will accrue the right to the bonus in compliance with the provisions of this regulation and applying the criterion on an accrual basis given by the ratio between the period in which the beneficiary served or had a mandate with the Company and the entire performance period, unless otherwise decided by the Board of Directors in terms more favourable for the beneficiary;
in the event of transfer of employment from the company or subsidiary to another Group company and/or in the event of termination of employment and simultaneous establishment of a new contract within the Group, the beneficiary must retain, mutatis mutandis, all attributed rights.

In the event that the employment ceases before disbursement due to (i) dismissal of the beneficiary for just cause or objectively justifiable reason, or termination or non-renewal of mandate of the beneficiary; or (ii) resignation tendered by the beneficiary, the beneficiary will lose all right to the bonus;

3.4 Long-term variable remuneration (LTIP)

With reference to the long-term variable remuneration (LTIP), EGLA's remuneration policy envisages two distinct incentive plans:

1. Stock Option Plan adopted during the IPO phase

On 18 November 2022, the Ordinary Shareholders' Meeting of the Issuer resolved, with effect from the Trading Start Date, on the adoption of a stock option plan (hereinafter the "SOP"). The SOP, the rules of which were approved by the Company's Board of Directors on 18 January 2023, aimed to incentivise and retain individuals who play a key role in achieving the Group's objectives, as well as to align the interests between the remuneration objectives of these individuals and those of increasing sustainable value and return on investment for shareholders.

More specifically, the SOP sought to:

i. align the interests of beneficiaries with those of shareholders and investors and the strategic plan of the Group as a whole;
ii. tie the remuneration of beneficiaries, as individuals who play a key role in achieving the Group's goals, to the actual performance of the Company;
iii. develop retention policies aimed at retaining key corporate resources and incentivising their retention within the Company, i.e., within the Group;
iv. develop recruiting policies for talented managerial and professional figures in world markets for the purpose of continuous development and strengthening of the Company's key and distinctive competencies;
v. ensure flexibility in their management to enable them to adapt to the Group's future needs.

The Plan envisaged a vesting period of three (3) years from the relevant date of assignment of options to the beneficiary. The five-year Plan was structured in three cycles with vesting of rights and allocation of options during 2026, 2027 and 2028. At the end of each cycle, the beneficiary had the right to exercise a third of the options assigned by paying the exercise price (strike price) The options granted the beneficiary the right to subscribe Company shares at a 1:1 ratio, and for a maximum number of shares corresponding to a maximum $2\%$ of the Company's share capital. Each beneficiary would have been able to decide whether or not to exercise his or her options until the expiration of the Plan; unexercised options would have been cancelled.

Under the terms of the Plan, in exchange for maintaining an existing employment relationship and/or collaboration and/or directorship with the Company or its subsidiaries (the "Relationship"), the Beneficiaries were entitled to receive, free of charge, up to a certain number of option rights, each of which conferred the right to subscribe one ordinary share of the Company at a certain price (the "Options"). The exercise of all Options envisaged by the Plan therefore had the objective of developing attraction and retention policies.

In order to be able to exercise their rights, in addition to continued service with the Company, the Beneficiary must not have terminated the employment relationship with the Company or any of its subsidiaries, except in the following "good leaver" cases: (i) retirement, provided that the Beneficiary meets the statutory pension requirements and applies for the pension within the following 30 days; (ii) death or permanent disability of the Beneficiary (each of the aforementioned cases being a "Good Leaver").

If a Beneficiary's relationship had terminated as a result of any of the above Good Leaver cases, the Beneficiary would have retained the right to assignment of a proportionate number of Options as irrevocably decided by the Board of Directors.

In the event of termination of employment with the Company other than in a Good Leaver case, the Beneficiary would have been assumed to be a "Bad Leaver".

In the event of termination of employment as a result of a Bad Leaver scenario before the end of each Vesting Period, Beneficiaries would have permanently and fully forfeited the Options assigned to them.

In the period to date, the Board of Directors has identified a total of 33 beneficiaries, to whom it has assigned a total of 3,300,000 options pursuant to the SOP.

The assignment of option rights is not based on performance criteria.

The exercise of the Options assigned to each Beneficiary, subject to maintenance of the Ratio, was governed as follows:

One-third (1/3) of all Options granted to each Beneficiary to be exercised after the end of the first Vesting Period (i.e., 1 January 2026);
One-third (1/3) of all Options granted to each Beneficiary to be exercised at the end of the second Vesting Period (i.e., 1 January 2027);
One-third (1/3) of all Options granted to each Beneficiary to be exercised at the end of the third Vesting Period (i.e., 1 January 2028).

Vesting periods
	2023	2024	2025	2026	2027	2028
First Cycle	2023-2025 Vesting Period			January 1, 2026
Exercisable options
Second Cycle		2024-2026 Vesting Period			January 1, 2027
Exercisable options
Third Cycle			2025-2027 Vesting Period			January 1, 2028
Exercisable options

The Plan does not include any restrictions on the unavailability of shares received under the Option Rights.

1.1 Revocation of the 2023-2025 Stock Option Plan

Following a careful assessment conducted with the support of the Appointments and Remuneration Committee, the Board of Directors has concluded that the SOP no longer serves as an incentive for its beneficiaries and, ultimately, that it is no longer fit for the purposes for which it was originally designed. Specifically:

the significant discrepancy between the exercise price of the options and the market price of the Company's shares has rendered the options uneconomical, thereby depriving the SOP of any real incentive value for the beneficiaries;
the SOP no longer serves to align the interests of management with those of shareholders;
maintaining an incentive scheme that offers no real financial benefit to beneficiaries could, in this context, have counterproductive effects in terms of motivating and retaining key staff.

In light of the above, the Board considers that continuing with the SOP is no longer in the best interests of the Company and its shareholders.

For this reason, the Board of Directors, following the favourable opinion of the ARC, considers it appropriate to proceed with the early termination and revocation and intends to submit for approval by the Shareholders' Meeting to grant each holder of options under the SOP the right – to be exercised within 90 days of receipt of a specific proposal – to irrevocably waive all options held, in exchange for the payment of a settlement amount of € 0.22 for each option waived.

In this context, it would therefore be necessary to obtain the consent of the relevant beneficiaries to waive the rights deriving from both vested and unvested options.

It is understood that the early termination and revocation of the SOP may therefore be considered fully effective only if all beneficiaries have waived the rights relating to all their respective options, such waiver to be provided within 90 days from the relevant proposal that will be submitted to the entitled parties by the Company. It is further understood that the SOP would continue to remain effective and operational solely in respect of any individuals who do not waive the rights relating to their respective options (within the limits of the options that have not been waived), while it would have no effect with respect to those beneficiaries who have validly exercised such waiver.

It is noted that the results which the Board of Directors proposes to achieve through this transaction are in line with the recommendations set out in Article 5 of the Corporate Governance Code, which provides for the periodic assessment of the adequacy and overall consistency of the remuneration policy for directors and top management.

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2. 2025-2027 Performance Share Plan

The Performance Share plan (PSP), linked to the 2025-2028 Strategic Plan, aimed to give continuity to the use of long-term incentive plans for the motivation and retention of the Group's top resources, whose involvement is a key factor in achieving company results.

The PSP was designed to:

support achievement of the Strategic Plan objectives;
guarantee the link between medium/long-term variable remuneration and Group performance;
reward Top Management based on the value created for shareholders;
guarantee retention of the Beneficiaries during the period of validity of the plan, making payout of the incentive subject to a continued employment relationship with the Group for the entire duration of the plan.

The PSP provided the allocation of shares free of charge at the end of the 3-year vesting period (2025-2027), subject to achievement of the performance objectives. In particular, the PSP envisaged two economic and financial performance objectives and a sustainability objective measured over a three-year period using specific measurement methods (average/end of period/sum). The actual allocation of the shares was subject to achievement of the performance objectives, measured in the period 2025-2027, in terms of:

Economic and financial performance: Adjusted EBITDA (weight 50%);
Economic and financial performance: gross Return on Capital Employed (weight 40%);
ESG performance: in line with the EGLA sustainability plan (weight 10%).

The plan envisaged delivery of the performance shares in 2028, following the Shareholders' Meeting approval of the consolidated financial statements as at 31 December 2027, with:

immediate availability in 2028 of 70% of the shares;
12-month lock-up(1) for the remaining 30% of the shares.

(1) The shares cannot be sold before the lock-up period. During this period, the holders can benefit from the related rights.

2.1 Revocation of the 2025-2027 Performance Shares Plan

Following the approval of the 2025-2027 Performance Shares Plan (the "PSP") by the Ordinary Shareholders' Meeting on 5 May 2025, the Board of Directors had already deemed it appropriate not to implement the plan immediately, also in light of developments in the general market and business environment.

At its meeting on 23 March 2026, the Board, having further assessed the high level of uncertainty associated with the current macroeconomic and geopolitical environment, considered it appropriate to proceed with the revocation of the plan and resolved to propose to the Ordinary Shareholders' Meeting that the "PSP" be revoked.

The PSP, based on the free allocation of shares subject to the achievement of financial and sustainability targets over the 2025-2027 period, has in fact lost its incentive effectiveness and is no longer considered adequate in relation to the expected benefits.

In this context, in order to proceed with the revocation of the PSP, it was considered appro

priate to obtain the consent of the beneficiaries already identified under the Performance Shares Plan (the "Identified Beneficiaries") to waive the rights arising from the plan, in exchange for a settlement amount on a lump-sum basis equal to € 100 per beneficiary.

It is noted that, following the Board resolution of 23 March 2026, all identified Beneficiaries have fully waived their respective rights under the Performance Shares Plan, subject to the approval of the Shareholders' Meeting resolution regarding the revocation of the Performance Shares Plan.

In light of the revocations of the incentive plans described above, in the coming months the Board, in its new composition, will assess whether and to what extent to adopt new forms of incentives for the benefit of management, in line with the Group's strategic objectives and the principles of the Remuneration Policy. Such assessment will take into account the evolution of the market environment, best practices in remuneration and the incentive needs of key Company personnel, with the aim of ensuring effective alignment between the creation of sustainable value and the interests of shareholders.

3.5 Clawback clauses

If, after obtaining the opinion of the Appointments and Remuneration Committee, the Board of Directors ascertains that the MBO and/or LTI Performance Objectives were achieved on the basis of data that prove incorrect, or it is ascertained that the beneficiary has been found guilty and convicted of fraudulent conduct or gross negligence to the detriment of the Company, resulting in a financial or equity-based loss for the Company or without which the MBO and/or LTI Objectives would have never been achieved, after consulting the Appointments and Remuneration Committee, the Board of Directors reserves the right to cancel the bonus and/or demand the return of any payout under the Plans from a beneficiary who has committed one of the aforementioned acts and/or offences.

3.6 Benefits

The Remuneration Policy provides for the allocation of non-monetary benefits in line with market standards and the office and role held. These benefits may include the use of a mobile phone, company car and insurance cover (supplementary health, term life, invalidity and accident), as well as reimbursement for all expenses incurred during business travel. There is also a Directors & Officers (D&O) Liability insurance policy to cover third party liability of directors and executives with strategic responsibilities.

04 | Severance

The Company's Remuneration Policy does not envisage making specific arrangements (in addition to those envisaged by the applicable laws of the relevant jurisdictions and/or in applicable collective bargaining agreements) with Directors and ESRs for the ex-ante governance of financial aspects in the event of terminating office or any early termination of employment at the initiative of the Company or the person concerned.

05 | Non-compete agreements

At the discretion of the Company, if there are high competition and litigation risks, associated with the critical nature of the role held by an executive, specific non-compete agreements may be entered into. The consideration will be defined in relation to the remuneration received and the scope and duration of the agreement.

At present, Non-Compete Agreements for the Group CEO and the Deputy Group CEO are not envisaged. The inclusion of restrictions in this sense was considered unnecessary, in fact, given their position as shareholders of EMS Euro Management Services S.p.a., the majority shareholder of the company.

However, Non-Compete Agreements are in place for the other two executive directors and for most of the ESRs.

The Non-Compete Agreements envisage:

a prohibition on conducting activities involving the production and/or sale of any goods and/or services that are part of the Group product mix;
extension of the above prohibition to the European Union and to all countries where the Group has production facilities;
a two-year duration of the prohibition.

06 | Exceptions

The Company is against applying exceptions to elements of the Remuneration Policy.

However, without prejudice to the provisions of Consob Regulation No. 17221 of 12 March 2010 on transactions with related parties, the Company reserves the right to temporarily deviate from the Remuneration Policy in exceptional circumstances, pursuant to Art. 123-ter, paragraph 3-bis of the Consolidated Finance Act.

At the proposal of the Appointments and Remuneration Committee, subject to the opinion in favour from the Audit, Risk and ESG Committee and, where necessary, the Related Party Transactions Committee, also after consulting the Board of Statutory Auditors, the Board of Directors will therefore have the option of temporary waiver of provisions of the Remuneration Policy illustrated in this Report in exceptional circumstances, or situations in which derogation from the Remuneration Policy is necessary to pursue the long-term interests and sustainability of the Company as a whole, or to ensure its continued market presence.

To this end, examples of cases identified in the Remuneration Policy are as follows:

the need to replace, due to unforeseen events, a role that is strategically important for the Group and to quickly negotiate an adequate remuneration package (e.g., Entry Bonus, Retention Bonus, Guaranteed Variable), where the constraints contained in the approved Policy might limit the ability to recruit managers with the most appropriate professional skills for achieving the Group's objectives;
the need to protect corporate know-how, including through the application of Non-Compete Agreements to limit the risk of managers working for a competitor after termination of their employment relationship;
the occurrence of appreciable changes in the scope of the Company's or Group's business during the term of the approved Remuneration Policy, including, for example, a significant business acquisition or the sale of a business unit and/or significant business, the impact of which could not have been foreseen beforehand;
the domestic or international occurrence of extraordinary and unforeseeable events affecting the industries and/or markets in which the company operates, with a significant impact on its financial and economic results.

In cases of deviation from the Remuneration Policy provided for in this section, the Company will apply the procedure and obligations set forth in the RPT Procedure adopted by the Company (and made available in the "Governance" section of the Company's website, www.eglagroup.com), also in cases where an exemption is envisaged in the Related Parties Regulation. In any case, the need to obtain the prior opinion of the Board of Statutory Auditors pursuant to Art. 2389, paragraph 3, of the Italian Civil Code remains intact, if the exemption concerns the remuneration of directors holding special offices.

Any approved deviation from the Remuneration Policy will be disclosed in the next report on remuneration and compensation paid, accompanied by the reasons that prompted the Company's approval.

After a review by the Appointments and Remuneration Committee and approval of the Board of Directors, the Chief Executive Officer has the power to assign extraordinary discretionary bonuses to other Executive Directors or ESRs, linked to the completion of projects or the achievement of significant results strategic to the Group. These bonuses refer to objectives that are not included in the short and medium/long-term incentive plans and that do not fall within the predefined targets. The calculation of these bonuses, not subject to the conditions and metrics stated in the aforementioned incentive plans, will be based on the significance of the results achieved by the ESR. In line with the remuneration policy objectives, the aim of these discretionary bonuses is to reward the Executive's performance in contexts not foreseeable when the short and medium/long term incentive plan objectives were defined.

The envisaged amount of these bonuses will not exceed the annual amount of the fixed component, in line with current market practices.

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07 | Remuneration of the supervisory bodies

The Board of Statutory Auditors currently in office was appointed by the Shareholders' Meeting held on 18 November 2022, effective as of the Trading Start Date, and is composed of three standing members (Luigi Emilio Garavaglia, Maria Venturini, Pietro Ebreo) and two alternate members (Giancarlo Gandola and Roberta Sironi) and will remain in office until the Shareholders' Meeting that will be called to approve the Company's financial statements for the year ending 31 December 2025.

Pursuant to Art. 2402 of the Italian Civil Code, the Company Shareholders' Meeting held on 18 November 2022 approved the remuneration of members of the auditing bodies (consisting of a single fixed component) and, in particular, set the gross compensation for the Chair of the Board of Statutory Auditors at € 37,000 for the term of office, and the gross compensation for each Statutory Auditor at € 27,000 for the term of office.

SECTION II: Compensation Paid

SECTION II: Compensation paid

Introduction

This section is divided into two parts and illustrates the compensation paid to members of the Management and Control Bodies and to the ESRs.

Section II of the Report on the Remuneration Policy and Compensation Paid, in compliance with Consob Resolution No. 21263 of 10 December 2020, which amended Annex 3A, Scheme 7-bis of the Issuers' Regulation, consists of a first part aimed at suitably representing items included in the compensation paid in 2025 and the compliance of these elements with the 2025 Remuneration Policy and a second analytical part with details of the compensation paid.

The 2025 performance results achieved in relation to the objectives assigned by the Board of Directors and which will determine incentives to be paid in 2026 are also illustrated.

Part One

The disclosure on compensation paid in the reference year (2025) is provided below. In this regard, the 2025 Remuneration Policy was audited by the Appointments and Remuneration Committee, which confirmed its consistency and compliance with the decisions referred to in resolutions previously adopted by the Board of Directors.

Implementation of the 2025 Remuneration Policy

The current Board of Directors was appointed by the Shareholders' Meeting held on 18 November 2022, effective from the Trading Start Date, and will remain in office until the Shareholders' Meeting called to approve the Company's financial statements as at 31 December 2025.

The shareholders acting at the Company Shareholders' Meeting held on 18 November 2022 resolved to set the gross per annum amount of total remuneration to be awarded to the Board of Directors at a maximum of € 1,200,000.00, for each of the three fiscal years of the term of office, which remuneration is to be deemed to include the remuneration in favour of the directors vested with special offices, pursuant to Art. 2389, paragraph 3, of the Italian Civil Code, to be allocated by the Board of Directors.

The Remuneration Policy for the Company's non-executive directors provides for compensation commensurate with the competence, professional qualifications and commitment required by their duties on the board of directors and on board committees. This compensation, as recommended in Art. 5, paragraph 29 of the Corporate Governance Code, is not tied to financial performance targets.

In line with best market practices, there is no variable remuneration component for non-executive directors who do not hold special offices or for independent directors.

For those holding positions on one or more board committees of the Board of Directors, there is an additional fixed compensation, determined by the Board of Directors, pursuant to Art. 2389, paragraph 3, of the Italian Civil Code, after obtaining an opinion in favour from the Board of Statutory Auditors and the Appointments and Remuneration Committee (or on proposal of the latter).

Lastly, expenses incurred by directors in the performance of their duties are reimbursed by the Company.

The administrative body of the Company, which met on 18 November 2022, following the Shareholders' Meeting held on the same date, after receiving opinion in favour from the Board of Statutory Auditors pursuant to Art. 2389, paragraph 3, of the Italian Civil Code, and taking into account (i) the offices and powers assigned; (ii) the commitment required of each director; and (iii) the remuneration attributed in practice to directors of listed companies also in relation to the Company's reference sector, arranged allocation of the total remuneration approved by the shareholders in favour of all members of the Issuer's Board of Directors in office from the Trading Start Date.

REMUNERATION POLICY 2026

Implementation of the 2025 remuneration policy: fixed compensation

Remuneration of the Board of Directors

The current Board of Directors was appointed by shareholders acting at the Shareholders' Meeting held on 18 November 2022, effective as of the Trading Start Date, and will hold office until the Shareholders' Meeting to be called to approve the Company's financial statements for the year ending 31 December 2025.

The administrative body of the Company, which met on 18 November 2022, following the Shareholders' Meeting held on the same date, after receiving the favourable opinion of the Board of Statutory Auditors pursuant to Art. 2389, paragraph 3, of the Civil Code, and taking into account (i) the offices and powers assigned; (ii) the commitment required of each director; and (iii) the remuneration attributed in practice to directors of listed companies also in relation to the Company's reference sector, arranged allocation of the total remuneration approved by the shareholders in favour of all members of the Issuer's Board of Directors in office from the Trading Start Date, as follows:

Board of Directors

First and Last Name	Office	Gross annual emolument (€)
Sergio Iori	Chair of the Board of Directors	240,000
Isidoro Guardalà	Vice Chair of the Board of Directors (*)	150,000
Marco Stefano Arduini	Chief Executive Officer (*)	200,000
Gunter Beitinger	Director (**)	40,000
Alessandra Bianchi	Director (**)	40,000
Maria Giovanna Calloni	Director (**)	40,000
Leonardantonio Franchini	Director (*)	110,000
Axel Dill	Director (*)	90,000
Jean-Marc Pierre Gales	Director	40,000
Roberto Francesco Quagliuolo	Director	40,000

() Executive Director
(*) Independent director pursuant to Art. 147-ter, paragraph 4 and Art. 148, paragraph 3 of the Consolidated Finance Act, and to Art. 2 of the Corporate Governance Code.

There are no agreements between the Company and members of the Board of Directors that envisage indemnities and/or other benefits in the event of resignation or removal without just cause or termination of employment as a result of a takeover bid or change of control. The remuneration of the Board of Directors has also been deemed by the Company to be in line with the pursuit of its and the Group's long-term objectives as it helps align the interests of management with those of shareholders.

Related Parties Committee

First and Last Name	Office	Attendance fee (***)
Maria Giovanna Calloni	Committee Chair (*)	750 € (**)
Alessandra Bianchi	Committee Member (*)	750 € (**)
Gunter Beitinger	Committee Member (*)	750 € (**)

() Independent director pursuant to Art. 147-ter, paragraph 4 and Art. 148, paragraph 3 of the Consolidated Finance Act and Art. 2 of the Corporate Governance Code.
() For each attendance at meetings of the Committee, up to a maximum of € 5,000.00 annually.
(**) Emolument in addition to director's fee.

Lead independent director

First and Last Name	Office	Gross annual emolument (*)
Alessandra Bianchi	Lead Independent Director	5,000 €

(*) Emolument in addition to director's fee.

Appointments and Remuneration Committee

First and Last Name	Office	Gross annual emolument (**)
Alessandra Bianchi	Committee Chair (*)	15,000 €
Maria Giovanna Calloni	Committee Member (*)	10,000 €
Jean-Marc Pierre Gales	Committee Member	10,000 €

() Independent director pursuant to Art. 147-ter, paragraph 4 and Art. 148, paragraph 3 of the Consolidated Finance Act and Art. 2 of the Corporate Governance Code.
(*) Emolument in addition to director's fee.

Audit, Risk and ESG Committee

First and Last Name	Office	Gross annual emolument (**)
Alessandra Bianchi	Committee Chair (*)	15,000 €
Maria Giovanna Calloni	Committee Member (*)	10,000 €
Roberto Francesco Quagliuolo	Committee Member	10,000 €

REMUNERATION POLICY 2026

Remuneration of the Board of Statutory Auditors

The Board of Statutory Auditors currently in office was appointed by the Shareholders' Meeting held on 18 November 2022, effective from the Trading Start Date, and will remain in office until the Shareholders' Meeting called to approve the Company's financial statements as at 31 December 2025.

On 18 November 2022, the Company Shareholders' Meeting resolved to set the gross remuneration for the Chair of the Board of Statutory Auditors at € 37,000 for the term of office, and the gross annual remuneration for each Statutory Auditor at € 27,000 for the term of office.

Remuneration of the Chief Executive Officer, Executive Directors and ESRs

Remuneration of the Chief Executive Officer and Executive Directors

	Chief Executive Officer	Vice Chair of the Board of Directors and Deputy Group CEO	Director and Industrial BD CEO	Director and Automotive BD CEO
Fixed Component (including remuneration as directors, remuneration from other group companies and gross annual pay)	€ 704,000	€ 622,000	€ 280,000	€ 350,000

The compensation paid by the Group for any reason and in any form to the Company's executives with strategic responsibilities for the year ended 31 December 2025 totalled € 1,676,000.

Non-monetary benefits paid to key executives consist of the use of a mobile phone, company car, supplementary health insurance cover and D&O policy, and reimbursement of all expenses incurred during business travel.

At the Date of the Report, the Company has Non-Compete Agreements in place for most of the ESRs.

Implementation of the 2025 remuneration policy: MBO

For 2025, the Group has a short-term incentive system (MBO) in place with the following incentive curve.

MBO Incentive Curve 2025

Entry Gate	Adjusted Net Income
	Threshold	TGT	MAX
Performance	80%	100%	110%
Payout	70%	100%	150%

An entry gate linked to adjusted net profit (on/off) is defined for the plan.

On the basis of information provided by management, the Committee verified the results of the 2025 MBO system as defined and verified that the final calculation for Executives and ESRs was in accordance with the 2025 MBO regulation.

In consideration of the above, as the entry gate was achieved with a positive net income for 2025, the result of objectives for the Group CEO is as follows:

Ship	Weight	Achievement Rate % (*)
Adj. Group EBITDA (K€)	50%	80.1
Group Revenues IFRS (€K)	15%	90.2
Group NFP (€K)	10%	101.9
Group Cash Flow (€K)	10%	89.3
Group ESG- FI and GI	7.5%	< s.m.
Group ESG - Sustainability Plan	7.5%	80

s.m. Minimum threshold (80%)

The total payout value in application of the related curve is 73%.

The basket of role-based objectives for the other Executives and ESRs is composed of Group EBITDA and of the results of EBITDA, other Financial and ESG Objectives of the relevant BUs/ Local Entities.

REMUNERATION POLICY 2026

REMUNERATION POLICY 2026 | 47

Implementation of the 2025 remuneration policy: LTI

Stock Option Plan adopted during the IPO phase

On 18 November 2022, the Ordinary Shareholders' Meeting of the Issuer resolved to adopt a stock option plan, effective from the Trading Start Date, aimed at aligning the interests of the Company with those of the directors and executives with strategic responsibilities over a medium/long-term horizon (the "SOP").

As regards indication of the ratio of fixed to variable compensation, see Table 1 prepared pursuant to Annex 3A, Scheme 7-bis of the Issuers' Regulation at the end of this Report.

Also note that the ESRs are included among the Plan Beneficiaries, as identified by the Board of Directors.

2025-2027 Performance Share Plan

On 2 April 2025, the Company's Board of Directors approved, following the opinion of the Appointments and Remuneration Committee, a new medium/long-term incentive plan for the period 2025-2027 linked to the 2025-2028 Strategic Plan, providing for the allocation of a specified number of Company shares, free of charge, upon achievement of predetermined objectives linked to the achievement of the Company's strategic goals. The Plan has a time horizon of 3 years for performance monitoring (the "Vesting Period") plus 2 years for the delivery of shares (taking into account a lock-up period of 12 months).

Following the approval of the PSP, the Board deemed it appropriate not to implement the plan immediately, also in light of developments in the general market and business environment.

Allocation of indemnities and/or other benefits for end of office or termination of employment

As the Company's Remuneration Policy does not envisage making specific arrangements (in addition to those envisaged in applicable collective bargaining agreements) with Directors and ESRs for the ex-ante governance of financial aspects in the event of terminating office or any early termination of employment at the initiative of the Company or the person concerned, during the year the Company did not allocate indemnities and/or other benefits for end of office or termination of employment based on ex-ante arrangements.

Exceptions to the Remuneration Policy

During the year, no exceptions were applied to the Remuneration Policy approved by the Shareholders' Meeting of 5 May 2025.

Application of ex-post correction mechanisms for variable remuneration

During the year, no ex-post correction mechanisms were applied to the variable component (malus or clawback of variable compensation).

PAY RATIO Group CEO / Employees

The pay ratio is 1:1, calculated as the total remuneration of the Group CEO in relation to the average total remuneration of employees of the Italian companies of the Group.

The remuneration considered includes the fixed components (compensation, remuneration) and the short-term variable components at target value (MBO).

In consideration of the geographical breakdown of the Group, which has employees in 5 different countries (China, Italy, Mexico, United States and Tunisia), the different costs of living would not have given a picture that matches the average remuneration and working conditions of employees: it was therefore decided to use the Average Remuneration of employees of the main Italian companies.

Outcome of Shareholders' Meetings

The Board of Directors and the Appointments and Remuneration Committee, in defining the Remuneration Policy, took into account the guidance expressed by shareholders at the Shareholders' Meeting vote of 5 May 2025. The Shareholders' Meeting (with attendance accounting for 83.52% of the voting rights) confirmed significant shareholder approval, also with respect to results of the previous years.

Part Two

Detailed representation of compensation paid during the year

The second part illustrates in greater detail the remuneration paid during the reporting year (2025) for any reason and in any form by the Company and its subsidiaries and affiliates, using the tables prepared below and attached as an appendix to the second part of this Section II.

This Report also includes Table 1 and Table 2 as envisaged in Annex 3A, Scheme 7-ter of the Issuers' Regulation, which show the investments held in the Company and its subsidiaries by directors, statutory auditors and ESRs, in compliance with Art. 84-quater, paragraph 4, of the Issuers' Regulation.

TABLE 1 - envisaged in Annex 3A, Scheme 7-bis, of the Issuers' Regulation - Compensation paid in 2025 to members of the administrative and auditing bodies, to general managers and to other executives with strategic responsibilities.

(Values In Euro)						Variable non-equity compensation
End and Last Items	Office	Period in which the office was held	Office equity	Fixed rate, annuities	Compensation for operating subrogation	Accounts payable to Schelma	Practic shunting	Non-Equity Security	Office contract values	Total	Fair Value of Equity Company values	Sessions required to pay of office or institution as established
Sergio Iori	Chair of the Board of Directors	01/01/2022	until approval of the financial statements as at 31/12/2025	468,700	-	-	-	-	-	468,700	-	-
		31/12/2025
(I) Compensation in the reporting company				240,000	-	-	-	-	-	240,000	-	-
(II) Compensation from subsidiaries and affiliates				228,700	-	-	-	-	-	228,700	-	-
(III) Total				468,700	-	-	-	-	-	468,700	-	-
Marco Stefano Ardaini	Chief Executive Officer	01/01/2022	until approval of the financial statements as at 31/12/2025	704,360	-	154,358	-	-	-	858,718	-	-
		31/12/2025
(I) Compensation in the reporting company				430,000	-	154,358	-	-	-	858,718	-	-
(II) Compensation from subsidiaries and affiliates				274,560	-	154,358	-	-	-	858,718	-	-
(III) Total				704,360	-	-	-	-	-	-	-	-
Isidoro Guardelli	Deputy Chairman of the Board of Directors	01/01/2022	until approval of the financial statements as at 31/12/2025	321,760	-	136,256	-	-	-	758,016	-	-
		31/12/2025
(I) Compensation in the reporting company				150,000	-	-	-	-	-	150,000	-	-
(II) Compensation from subsidiaries and affiliates				471,760	-	136,256	-	-	-	608,016	-	-
(III) Total				621,760	-	156,256	-	-	-	758,016	-	-
Axel Dill	Director	24/01/2024	until approval of the financial statements as at 31/12/2025	780,000	-	29,222	-	-	-	309,222	-	-
		31/12/2025
(I) Compensation in the reporting company				280,000	-	29,222	-	-	-	309,222	-	-
(II) Compensation from subsidiaries and affiliates				-	-	-	-	-	-	-	-	-
(III) Total				280,000	-	29,222	-	-	-	309,222	-	-
(Values In Euro)						Variable non-equity compensation
---	---	---	---	---	---	---	---	---	---	---	---	---
End and Last Items	Office	Period in which the office was held	Office equity	Fixed rate, annuities	Compensation for operating subrogation	Accounts payable to Schelma	Practic shunting	Non-Equity Security	Office contract values	Total	Fair Value of Equity Company values	Sessions required to pay of office or institution as established
Leonardantonio Franchini	Director	10/02/2023	until approval of the financial statements as at 31/12/2025	350,000	-	58,972	-	-	-	408,972	-	-
		31/12/2025
(I) Compensation in the reporting company				110,000	-	-	-	-	-	110,000	-	-
(II) Compensation from subsidiaries and affiliates				240,000	-	58,972	-	-	-	298,972	-	-
(III) Total				350,000	-	58,972	-	-	-	408,972	-	-
Jean-Marc Pierre Eales	Director	01/01/2022	until approval of the financial statements as at 31/12/2025	40,000	10,000	-	-	-	-	50,000	-	-
		31/12/2025
(I) Compensation in the reporting company				40,000	10,000	-	-	-	-	50,000	-	-
(II) Compensation from subsidiaries and affiliates				-	-	-	-	-	-	-	-	-
(III) Total				40,000	10,000	-	-	-	-	50,000	-	-
Roberto Francesco Quagliucio	Director	01/01/2022	until approval of the financial statements as at 31/12/2025	40,000	10,000	-	-	-	-	50,000	-	-
		31/12/2025
(I) Compensation in the reporting company				40,000	10,000	-	-	-	-	50,000	-	-
(II) Compensation from subsidiaries and affiliates				-	-	-	-	-	-	-	-	-
(III) Total				40,000	10,000	-	-	-	-	50,000	-	-
Günter Bellinger	Director	10/02/2023	until approval of the financial statements as at 31/12/2025	40,000	2,250	-	-	-	-	42,250	-	-
		31/12/2025
(I) Compensation in the reporting company				40,000	2,250	-	-	-	-	42,250	-	-
(II) Compensation from subsidiaries and affiliates				-	-	-	-	-	-	-	-	-
(III) Total				40,000	2,250	-	-	-	-	42,250	-	-
Maria Giovanna Calioni	Director	10/02/2023	until approval of the financial statements as at 31/12/2025	40,000	23,750	-	-	-	-	63,750	-	-
		31/12/2025
(I) Compensation in the reporting company				40,000	23,750	-	-	-	-	63,750	-	-
(II) Compensation from subsidiaries and affiliates				-	-	-	-	-	-	-	-	-
(III) Total				40,000	23,750	-	-	-	-	63,750	-	-
Alessandra Bianchi	Director	10/02/2023	until approval of the financial statements as at 31/12/2025	45,000	33,750	-	-	-	-	78,750	-	-
		31/12/2025
(I) Compensation in the reporting company				45,000	33,750	-	-	-	-	78,750	-	-
(II) Compensation from subsidiaries and affiliates				-	-	-	-	-	-	-	-	-
(III) Total				45,000	33,750	-	-	-	-	78,750	-	-

REMUNERATION POLICY 2026

(Values in Euro)		Variable non-equity compensation
First and Last Items	Office	Stake by which the office was held	Office equity	Fixed compensation	Compensation of current participation	Revision by other incentives	Profit sharing	Non-incentive benefits	Other compensation	Total	Part value of Equity Compensation	Relevance between the end of office and non-incentive employment
Luigi Emilio Geronoglis	Chair of the Board of Statutory Auditors	01/01/202231/12/2025	Approval of Financial Statements as at 31/12/2025	37,000	-	-	-	-	-	37,000	-	-
Maria Venturini	Statutory Auditor	01/01/202231/12/2025	Approval of Financial Statements as at 31/12/2025	27,000	-	-	-	-	-	27,000	-	-
Pietro Ebreo	Statutory Auditor	10/02/202331/12/2025	Approval of Financial Statements as at 31/12/2025	27,000	-	-	-	-	-	27,000	-	-
ESRs (7 individuals)				1,675,115	-	286,114	-	-	-	1,961,230	124,269	-
(1) Compensation in the reporting company		01/01/202531/12/2025	N/A.	310,000	-	61,172	-	-	-	371,172	124,269	-

(II) Compensation from subsidiaries and affiliates		01/01/202531/12/2025	N/A	1,365,115	-	224,942	-	-	-	1,590,057	-	-
(III) Total				1,675,115	-	286,114	-	-	-	1,961,230	124,269	-

TABLE 2 - envisaged in Annex 3A, Scheme No. 7-bis, of the Issuers' Regulation - Stock options assigned to the members of the administrative body, to general managers and other executives with strategic responsibilities

Given that the Stock Option Plan, the rules of which were approved by the Company's Board of Directors on 18 January 2023, is structured in three cycles with vesting of rights and allocation of shares during 2026, 2027, and 2028, it should be noted that no shares were allocated under the aforementioned Plan in the Reporting Year, so the Company has not prepared the relevant table. In addition, on 14 April 2023, after hearing the opinion of the Appointments and Remuneration Committee, the Company's Board of Directors identified the Beneficiaries of the Plan.

(Values in Euro)	Options held at the beginning of the year			Options assigned during the year						Options exercised during the year			Options expired during the year	Options held at the end of the year	Options due for the year
			No.	Year	No. of others	Earnings	No. of other assets paid by	Number of others	Earnings per year	Imputed value of equity (EUR - No)	Est. value of the securities due	Assignment date	Number of assets paid by	Number of others	Earnings per year	Imputed value of equity (EUR - No)	Total
Marco Stefano Arduini	CEO	Stock Options Plan	-	-	-	530,000	5,5	2023 -2027	1,22	14/04/2023	4,91	-	-	-	-	530,000	128,627
(1) Compensation in the reporting company		Plan A (related resolution date)	-	-	-	530,000	5,5	2023 -2027	1,22	14/04/2023	4,91	-	-	-	-	530,000	128,627
(II) Compensation from subsidiaries and affiliates		Plan A (related resolution date)	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
(III) Total			-	-	-	530,000	5,5	2023 -2027	1,22	14/04/2023	4,91	-	-	-	-	530,000	128,627
Isidoro Guardiola	CFO	Stock Options Plan	-	-	-	400,000	5,5	2023 -2027	1,22	14/04/2023	4,91	-	-	-	-	400,000	97,832
(1) Compensation in the reporting company		Plan A (related resolution date)	-	-	-	400,000	5,5	2023 -2027	1,22	14/04/2023	4,91	-	-	-	-	400,000	97,832
(II) Compensation from subsidiaries and affiliates		Plan A (related resolution date)	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
(III) Total			-	-	-	400,000	5,5	2023 -2027	1,22	14/04/2023	4,91	-	-	-	-	400,000	97,832
Axel Dill	Director	Stock Options Plan	-	-	-	200,000	5,5	2023 -2027	0.57	24/04/2024	-	-	-	-	-	200,000	22,956
(1) Compensation in the reporting company		Plan A (related resolution date)	-	-	-	200,000	5,5	2023 -2027	0.57	24/04/2024	-	-	-	-	-	200,000	22,956
(II) Compensation from subsidiaries and affiliates		Plan A (related resolution date)	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
(III) Total			-	-	-	200,000	5,5	2023 -2027	0.57	24/04/2024	-	-	-	-	-	200,000	22,956

REMUNERATION POLICY 2026

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REMUNERATION POLICY 2026 | 53

(Values in Eurs)

Options held at the beginning of the year			Options assigned during the year						Options exercised during the year			Options applied during the year	Options held at the end of the year	Options due for the year
First and Last Name	Office	Plan	Name not at options	Exercise price	Eur. Value coming period from "No."	Number of options	Exercise price	Potential exercise period from "No."	Fair value of the assignment date	Assignment date	Number of options	Exercise price	Number of options	Effective date of the effective date
Leonardantonio Franchini	Director	Stock Options Plan	-	-	-	200,000	5,5	2023 -2027	1,22	14/04/2023	4,91	-	-	200,000
(I) Compensation in the reporting company	Plan A (related reso- lation date)	-	-	-	200,000	5,5	2023 -2027	1,22	14/04/2023	4,91	-	-	-	200,000
(II) Compensation from subsidiaries and affiliates	Plan A (related reso- lation date)	-	-	-	-	-	-	-	-	-	-	-	-	-
(III) Total		-	-	-	200,000	5,5	2023 -2027	1,22	14/04/2023	4,91	-	-	-	200,000
ESRs	Stock Options Plan	-	-	-	817,200	5,5	2023 -2027	0,91	19/07/2024	4,91	-	-	-	817,200
(I) Compensation in the reporting company	Plan A (related reso- lation date)	-	-	-	817,200	5,5	2023 -2027	0,91	19/07/2024	4,91	-	-	-	817,200
(II) Compensation from subsidiaries and affiliates	Plan A (related reso- lation date)	-	-	-	-	-	-	-	-	-	-	-	-	-
(III) Total		-	-	-	817,200	5,5	2023 -2027	0,91	19/07/2024	4,91	-	-	-	817,200

TABLE 1 - envisaged in Annex 3A, Scheme No. 7-ter, of the Issuers' Regulation - Investments of the members of the administrative and auditing bodies

First and Last Name	Office	Investee company	Number of shares held at the end of financial year 2024	Number of shares acquired	Number of shares sold	Number of shares held at the end of financial year 2025
Sergio Iori	Chair	EuroGroup Laminations S.p.A.	833,433	-	-	833,433
Marco Stefano Arduini	Chief Executive Officer	EuroGroup Laminations S.p.A.(1)	1,037,910	-	-	1,037,910
Isidoro Guardalà	Vice Chair of the Board of Directors	EuroGroup Laminations S.p.A.(2)	905,672	-	-	905,672
Axel Dill	Director	EuroGroup Laminations S.p.A.	60,106	31,645	-	91,751
Leonardantonio Franchini	Director	EuroGroup Laminations S.p.A.	91,065	-	-	91,065

TABLE 2 - envisaged in Annex 3A, Scheme No. 7-ter of the Issuers' Regulation - Investments held by executives with strategic responsibilities

No. of ESRs	Investee company	Number of shares held at the end of financial year 2024	Number of shares acquired	Number of shares sold	Number of shares held at the end of financial year 2025
5	EuroGroup Laminations S.p.A.(3)	189.474	-	-	189.474

(1) Holds an indirect investment in the Company through a (1.39)% interest in the share capital of Euro Management Services S.p.A. which, as at the date of this Report, held 72.26% of the voting capital.
(2) Holds an indirect investment in the Company through a (0.77)% interest in the share capital of Euro Management Services S.p.A. which, as at the date of this Report, held 72.26% of the voting capital.
(3) Holds an indirect investment in the Company through a 0.51% interest in the share capital of Euro Management Services S.p.A. which, as at the date of this Report, held 72.26% of the voting capital.

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EuroGroup Laminations S.p.A. — Remuneration Information 2026

9956_rns_2026-04-10_242d1e5f-1f0b-4658-b743-bd7e3017b359.pdf

EGLA

Letter from the Chair of the Appointments and Remuneration Committee

Glossary

Table of Contents

Introduction

Macroeconomic scenario and reference market

2025 results and 2026 outlook

Executive Compensation

Report on Remuneration Policy and Compensation Paid

Section I

Section II

Evolution of the 2026 remuneration policy

1. Revocation of the LTI Plan SOP

2. Revocation of the LTI Plan PSP

SECTION I: Remuneration Policy

SECTION I: Remuneration Policy

01 | Governance Model

1.1 Board of Directors

1.2 Appointments and Remuneration Committee

1.3 Shareholders' Meeting

1.4 Board of Statutory Auditors

02 | Purpose, principles and guidelines of the 2026 Remuneration Policy

3.1 Remuneration of executive directors

3.2 Remuneration of ESRs

3.3 Short-Term Variable Remuneration (MBO)

3.3.1. MBO reporting and payout

3.4 Long-term variable remuneration (LTIP)

1. Stock Option Plan adopted during the IPO phase

The assignment of option rights is not based on performance criteria.

1.1 Revocation of the 2023-2025 Stock Option Plan

2. 2025-2027 Performance Share Plan

2.1 Revocation of the 2025-2027 Performance Shares Plan

3.5 Clawback clauses

3.6 Benefits

04 | Severance

05 | Non-compete agreements

06 | Exceptions

07 | Remuneration of the supervisory bodies

SECTION II: Compensation Paid

SECTION II: Compensation paid

Introduction

Part One

Implementation of the 2025 Remuneration Policy

Remuneration of the Board of Directors

Board of Directors

Related Parties Committee

Lead independent director

Appointments and Remuneration Committee

Audit, Risk and ESG Committee

Remuneration of the Board of Statutory Auditors

Remuneration of the Chief Executive Officer, Executive Directors and ESRs

Remuneration of the Chief Executive Officer and Executive Directors

Implementation of the 2025 remuneration policy: MBO

MBO Incentive Curve 2025

Implementation of the 2025 remuneration policy: LTI

Stock Option Plan adopted during the IPO phase

2025-2027 Performance Share Plan

Allocation of indemnities and/or other benefits for end of office or termination of employment

Exceptions to the Remuneration Policy

Application of ex-post correction mechanisms for variable remuneration

PAY RATIO Group CEO / Employees

Outcome of Shareholders' Meetings

Part Two

Detailed representation of compensation paid during the year

TABLE 2 - envisaged in Annex 3A, Scheme No. 7-bis, of the Issuers' Regulation - Stock options assigned to the members of the administrative body, to general managers and other executives with strategic responsibilities

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