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Eurotech

Remuneration Information May 11, 2021

4469_rns_2021-05-11_1a691fc3-de85-4247-a483-947dcbbe1971.pdf

Remuneration Information

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Eurotech: 2021-2023 performance share plan based on Eurotech shares for executive directors and employees.

Amaro, May 11, 2021 – Today's Board of Directors of Eurotech S.p.A. ("Eurotech" or the "Company"), has approved the main terms and conditions of the performance share plan based on Eurotech's ordinary shares (the "Plan"), pursuant to Articles 114-bis of Legislative Decree no. 58/98 ("TUF") and 84-bis of the Regulation adopted by Consob Resolution no. 11971/1999 ("Issuers' Regulations"), aimed, inter alia, at Eurotech's executive directors as well as employees of the Eurotech Group, which will be submitted for approval to the Shareholders' Meeting of 11 June 2021 called to examine, inter alia, the financial statements as at 31 December 2020.

Reasons for the Plan

The Plan is aimed at providing incentives and building the loyalty, also in the medium-long term, of individuals who hold key positions and are therefore more involved in the process of creating value for the Company and the Group.

In particular, the Plan is aimed at benefiting those persons who play a decisive role in the achievement of the company's results, in order to strengthen their participation in the process of value creation and in the business risk, also acting as a tool for the so-called retention and also allowing the alignment of the interests of the beneficiaries with those of the shareholders, with a view to a concrete pursuit of the sustainable success of the Company.

Recipients of the Plan

Beneficiaries of the Plan include:

  • the Chairman of Eurotech's Board of Directors, Patrizio Mapelli;
  • Eurotech's CEO, Mr. Paul Chawla;
  • the Chairman of the Board of Directors of the subsidiary Advanet Inc., Mr. Ludovico Ciferri;
  • the financial director and director of the subsidiaries Eurotech Inc., E-Tech USA Inc, Advanet Inc, Eurotech Ltd, Eurotech France Sas, IPS Sistemi Programmabili Srl, Aurora Srl and EthLab Srl, Sandro Barazza;
  • Eurotech's managers with strategic responsibilities, currently 5;
  • managers who occupy the positions most directly responsible for company results or who are of strategic interest,
  • whether they are employees or collaborators of Eurotech or Group Companies (at present, around 30 managers)..

In the light of the definition contained in art. 84-bis, paragraph 2 of the Issuers' Regulation, it should be noted that the Plan - with regard to its beneficiaries - has the characteristics of a "particularly significant plan".

Essential elements of the Plan

The Plan provides for three annual free allocations of Eurotech shares, which may be granted, again free of charge, at the end of the relevant three-year vesting period, subject to and based on the level of achievement of the performance targets in accordance with the provisions of the Plan and its implementing regulation. Moreover, a percentage equal to 20% of the accrued shares will be subject to a two-year lock-up period.

For the purposes of the allocation of shares to the beneficiaries, the Company's treasury shares (already issued), which may be purchased pursuant to Article 2357 et seq. of the Italian Civil Code, or treasury shares already held by Eurotech, will be used.

The performance objectives of the Plan generally consist of the following parameters:

  • a) up to two objectives linked to Eurotech's medium/long-term economic/financial performance; and
  • b) an objective linked to the performance of the market price of the shares in the medium to long term (Total Shareholder Return).

For the purposes of the first attribution cycle of the Plan, i.e., for the three-year period encompassing fiscal years 2021- 2023, the following indicators were identified:

  • (i) a first economic-financial objective (to the achievement of which a weight of 30% is attributed):
  • summation of EBIT over the three-year period 2021-2023;
  • (ii) a second economic-financial objective (to the achievement of which a weight of 30% is attributed):
  • revenue growth over the three-year period 2021-2023, in terms of CAGR (Compound Annual Growth Rate);
  • (iii) a third market-based objective (the achievement of which is given a weight of 40%):
  • Total Shareholder Return (TSR) of Eurotech shares, measured on a three-year basis in terms of relative positioning with respect to the FTSE Italia STAR index.

For assignments subsequent to the first cycle, the Board of Directors may set, upon proposal or with the opinion of the Appointments and Remuneration Committee, the economic-financial or TSR objectives that best reflect the priority to be followed for the subsequent three-year period, as well as the related percentage weight and performance/payout levels, without prejudice to the provision of one or two economic-financial objectives and one TSR objective.

Minimum and maximum performance levels/payouts will be established for each of the performance goals.

The illustrative report of the Board of Directors, as well as the information document containing any further information related to the Plan pursuant to art. 114-bis of the Consolidated Law on Finance and art. 84-bis of the Issuers' Regulation, will be made available to the public according to the terms and methods set out by law.

THE EUROTECH GROUP

Eurotech (ETH:IM) is a multinational that designs, develops and supplies Edge Computers and Internet of Things (IoT) solutions, complete with services, software and hardware, to system integrators and enterprises. By adopting Eurotech solutions, customers have access to components and software platforms for IoT, Edge Gateways to enable the monitoring of assets and High-Performance Edge Computers (HPECs) for applications including Artificial Intelligence (AI). In order to offer increasingly complete solutions, Eurotech has partnered leading companies in their field of action, in this way creating a global ecosystem that allows to develop "best in class" solutions for the Industrial Internet of Things. For more information about Eurotech: www.eurotech.com.

Corporate Contacts:

Investor Relations Andrea Barbaro Tel. +39 0433 485411 e-mail: [email protected]

Communication Office

Federica Maion Tel. +39 0433 485411 e-mail: [email protected]

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