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Fiera Milano Proxy Solicitation & Information Statement 2026
4073_rns_2026-03-13_bb205b8e-baea-48e6-8006-36e8966ed361.pdf
Proxy Solicitation & Information Statement
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FIERA MILANO
INFORMATION DOCUMENT ON THE INCENTIVE PLAN - STRUCTURED IN THE MIXED CASH AND PERFORMANCE SHARE FORM- CALLED PERFORMANCE SHARES PLAN 2026-2028 TO BE SUBMITTED TO THE SHAREHOLDERS' MEETING FOR APPROVAL
DRAFTED PURSUANT TO ARTICLE 114-BIS OF ITALIAN LEGISLATIVE DECREE NO. 58 OF 24 FEBRUARY 1998 AND ARTICLE 84-BIS OF THE REGULATION ADOPTED BY CONSOB WITH RESOLUTION NO. 11971 OF 14 MAY 1999 (AS AMENDED)
12 March 2026
Fiera Milano S.p.A.
Registered office: Piazzale Carlo Magno, 1 - 20149 Milan
Operational office: S.S. del Sempione, 28 - 20017 Rho (Milan)
Administrative office: Largo Fiera Milano, 5 - 20017 Rho (Milano)
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BACKGROUND
This information document (hereinafter, the 'Information Document') - drafted in compliance with the provisions of Articles 114-bis of Italian Legislative Decree No. 58 of 24 February 1998 (hereinafter, the 'Consolidated Law on Finance') and 84-bis of the regulation adopted with Consob resolution No. 11971 of 14 May 1999 (hereinafter, the 'Issuers' Regulations'), on the subject of information on the allocation of financial instruments to corporate officers, employees or contractors of listed companies, - contains the information on the proposed adoption of the 'Performance Shares Plan 2026-2028' (hereinafter, the 'Plan'), approved on 12 March 2026 by the Board of Directors of Fiera Milano S.p.A. (hereinafter, the 'Company' or the 'Issuer'), subject to the favourable opinion of the appointments and remuneration committee of the Company.
The Information Document is prepared in compliance with Schedule 7 of Annex 3A of the Issuers' Regulations. It should provide shareholders with the information necessary to exercise their voting rights in an informed manner at the Shareholders' Meeting. The approval of the Plan shall be the subject of a resolution of the Shareholders' meeting of the Company (hereinafter, the 'Shareholders' Meeting') during the meeting convened for 22 April 2026.
The Plan is structured in the mixed 'cash / performance shares' form and provides for the allocation, free of charge, of a 'cash' amount (up to a maximum of 40% of the amounts actually allocated) and a determined number of ordinary shares of the Company (equal to 60%) to certain directors of the Company and of the companies directly or indirectly controlled by the latter (hereinafter, the 'Subsidiaries'), and to Company managers with strategic responsibilities and other employees of the Company and the Subsidiaries, as identified at the sole discretion of the Board of Directors, upon the achievement of performance targets that will be defined and quantified by the aforementioned Board of Directors of the Company in the regulations of the Plan, to incentivise the motivation and increase the loyalty of the beneficiaries of the Plan towards the Company.
Considering the definition in Article 84-bis, paragraph 2, of the Issuers' Regulations, the Plan qualifies as a 'plan of particular relevance', as it provides for as beneficiaries, among other things, the members of the board of directors of the Company and its Subsidiaries, as well as the Company's key executives.
As of the date of the Information Document, the Shareholders' Meeting has not yet approved the proposal to adopt the Plan. Therefore: (i) The Information Document is prepared exclusively on the basis of the content of the proposal for adoption of the Plan approved by the Board of Directors of the Company on 12 March 2026; and (ii) any reference to the Plan in the Information Document shall be deemed to refer to the proposal for adoption of the Plan. The Information Document shall be updated, where necessary and within the terms and in the manner prescribed by applicable law, when the proposal for adoption of the Plan is approved by the Shareholders' Meeting and in line with the content of the resolutions passed by the same Shareholders' Meeting and the bodies competent to implement the Plan.
The Information Document is available to the public at the Company's registered office and operational and administrative headquarters, as well as on the Company's website at www.fieramilano.it (1) and on the website , managed by BIt Market Services S.p.A..
(1) http://www.fieramilano.it/assemblea-degli-azionisti
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DEFINITIONS
Besides the terms otherwise defined in the Information Document, the following terms, when capitalised, shall have the meanings set forth below, it being understood that terms and expressions defined in the masculine tense shall also include any expressions in the feminine tense and that terms and expressions defined in the singular shall also be understood as defined in the plural.
Executive Directors
means the directors of the Company or Subsidiaries with management powers, also under the Corporate Governance Code. To be more precise, where appointed by the Company or by the Subsidiaries, managing directors fall within the definition of Executive Directors.
Shareholders' Meeting
means the Shareholders' Meeting of the Company.
Shares
means the Company's ordinary shares, with no par value and regular dividend entitlement, admitted to trading on the Euronext Milan regulated market, organised and managed by Borsa Italiana S.p.A., Euronext STAR Milan segment.
Allocated Shares
means the number of Shares allocated to each Beneficiary on the Date of Allocation, as stated in the Allocation Form.
Accrued Shares
means the number of Shares each Beneficiary may receive under the Plan, determined based on achieving the Performance Targets under the Rules.
Bad Leaver
mean all hypotheses of termination of the Relationship other than Good Leaver hypotheses.
Beneficiaries
means the Executive Directors, Key Executives of the Company and other employees of the Company and its Subsidiaries, identified under the Regulation as beneficiaries of the Plan.
Bonus
means the amount in cash that the Beneficiaries may receive as an incentive under the Plan, in compliance with the Rules.
Allocated Bonus
means the amount of the Bonus allocated to each Beneficiary, on the Date of Allocation, as stated in the Allocation Form.
Accrued Bonus
means the amount of the Bonus that each Beneficiary may receive under the Plan, determined based on achieving the Performance Targets under the Rules.
Claw Back
means the clause providing for the possibility of requesting the reimbursement, in whole or in part, of the fees paid based on results that later prove to be erroneous, as will be provided for in the Rules.
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Corporate Governance Code
means the Corporate Governance Code for Listed Companies approved by the Corporate Governance Committee in January 2020, to which the Company adheres.
Appointments and Remuneration Committee
means the Appointments and Remuneration Committee established within the Board of Directors, pursuant to the Corporate Governance Code.
Board of Directors
means the Board of Directors of the Company.
Subsidiaries
means the companies directly or indirectly controlled by the Company, under Article 2359 of the Italian Civil Code or Article 93 of the Consolidated Law on Finance.
Date of the Information Document
means the date of approval of this Information Document.
Date of Allocation
means the date of the resolution of the Board of Directors by which the Beneficiaries will be identified, and the amount of the Allocated Shares and the Allocated Bonus to them.
Key Executives
means persons identified by the Board of Directors who, pursuant to the Appendix to Consob Regulation No. 17221 of 12 March 2010 on related party transactions, as amended, have the power and responsibility, directly or indirectly, for planning, directing and controlling the Company's activities.
Information Document
means this information document, drafted pursuant to and for Articles 114-bis of the Consolidated Law on Finance and 84-bis of the Issuers' Regulations and in compliance with the indications in Schedule 7 of Annex 3A of the Issuers' Regulations.
Good Leaver
means the following cases of termination of the Relationship, besides those that may be provided for in individual contracts:
(a) Termination of the Relationship following dismissal without just cause pursuant to Article 2119 of the Italian Civil Code or justified subjective/objective reason, or resignation for just cause pursuant to Article 2119 of the Italian Civil Code;
(b) revocation of the office of director in the absence of just cause under Article 2383(3) of the Italian Civil Code or resignation from the office of director for just cause under Article 2383(3) of the Italian Civil Code;
(c) death or permanent disability or resignation of the Beneficiary for retirement; or
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(d) any further hypotheses provided for in the Rules and Regulations.
Group
means, jointly, the Company and the Subsidiaries.
Lock-Up
means the period beginning with the actual delivery of the Accrued Shares to the Beneficiaries, during which the Beneficiaries may not sell the Accrued Shares.
Performance Targets
means the objectives upon the attainment of which the Beneficiaries' right to obtain the Allocated Bonus and the Allocated Shares accrues, as stated in the Rules.
Vesting Period
means the period between the Date of Allocation and the reference date for verifying the achievement of the Performance Targets.
LTI Plan or Plan
means the long-term incentive plan of Fiera Milano S.p.A.
Relationship
means the employment or directorship relationship between the Beneficiary and the Company (or the relevant Subsidiary) depending on whether the Beneficiary is an assignee of the Plan as an employee or a director, respectively. If the same Beneficiary has an employment relationship and an administrative relationship, the employment relationship will be considered for the purposes of the Rules.
Rules
means the Rules defining the criteria, methods and terms of implementation of the Plan, which the Board of Directors will approve following the approval by the Shareholders' Meeting of the resolution referred to in the Information Document.
Issuers' Regulations
means the regulation approved by Consob with resolution No. 11971 on 14 May 1999 and subsequent amendments and additions.
Gross Annual Remuneration (RAL)
means the Fixed Remuneration as at the Date of Allocation, understood as fixed remuneration only and not including any variable bonus.
Allocation Form
means the special form that on the Date of Allocation shall be delivered by the Company to the Beneficiaries, with the Rules attached as an integral part thereof, the signing and delivery of which to the Company by the Beneficiaries shall constitute, for all purposes of the Rules, their full and unconditional adherence to the Plan.
Company or Issuer
means the Company Fiera Milano S.p.A., with registered office in Milan, Piazzale Carlo Magno, 1, Fiscal Code, VAT number and registration number with the Companies Register of Milan, Monza-Brianza, Lodi 13194800150,
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Consolidated Law on Finance
share capital Euro 42,445,141.00, divided into no. 71,917,829 shares with no nominal value.
means Italian Legislative Decree No. 58 of 24 February 1998, as amended and supplemented.
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1 RECIPIENTS
1.1 Names of the addressees who are members of the board of directors or the management board of the issuer of securities, of the issuer's parent companies and of the companies directly or indirectly controlled by the issuer
The Plan is addressed to Executive Directors and the Company's Key Executives and to certain other managers and employees of the Company and its Subsidiaries, as identified at the sole discretion of the Board of Directors from among those who hold or perform significant roles or functions in, or for, the Group and for whom action to strengthen their loyalty is justified, with a view to creating value in the medium to long term.
As of the Date of the Information Document, it is impossible to name the individual Beneficiaries since the Company has not yet identified them.
If the Shareholders' Meeting approves the Plan, the Shareholders' Meeting shall instruct the Board of Directors to determine, under the terms and conditions outlined in Article 84-bis, paragraph 5, letter a) of the Issuers' Regulations (or under the laws and regulations applicable from time to time), the number of Beneficiaries and the categories of employees included among the Beneficiaries.
1.2 Categories of employees or collaborators of the issuer of securities and the parent or subsidiary companies of that issuer
Please refer to Section 1.1. of the Information Document above.
1.3 Names of the persons benefiting from the Plan belonging to the following groups:
a) general managers of the issuer of financial instruments;
Given that the Plan applies to the general managers who may be appointed by the Company, as of the Date of the Information Document, it is impossible to name the individual Beneficiaries since the Company has not yet identified them. If the Shareholders' Meeting approves the Plan, the Shareholders' Meeting shall instruct the Board of Directors to determine, under the terms and conditions outlined in Article 84-bis, paragraph 5, letter a) of the Issuers' Regulations (or under the laws and regulations applicable from time to time), the number of Beneficiaries and the categories of employees included among the Beneficiaries.
b) other key executives of the issuer of financial instruments not 'smaller', under Article 3(1)(f) of Regulation No. 17221 of 12 March 2010, if they received, during the financial year, total remuneration (calculated as the sum of monetary remuneration and remuneration based on financial instruments) greater than the highest total remuneration paid to the members of the Board of Directors, or the Board of Management, and to the general managers of the issuer of financial instruments;
Not Applicable. None of the Executives with Strategic Responsibility received, during the year, total remuneration greater than the highest total remuneration among those attributed to the members of the Board of Directors, including the Chief Executive Officer and General Manager.
c) natural persons controlling the share issuer, who are employees or who perform collaborative activities in the share issuer.
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Not applicable because, as of the Date of the Information Document, there are no natural persons controlling the Company, who are employees or who perform contractor activities in the Company, who can be included among the Beneficiaries of the Plan.
1.4 Description and numerical specification, separated by category:
a) Key executives other than those stated in letter b) of Section 1.3;
b) with 'smaller' companies, under Article 3(1)(f) of Regulation No. 17221 of 12 March 2010, an aggregate indication of all the key executives of the issuer of financial instruments;
c) other categories of employees or contractors, if any, for whom different characteristics of the Plan have been envisaged (e.g. executives, managers, clerical staff, etc.).
Notwithstanding that the Issuer does not identify itself among the "smaller" companies, as of the Date of the Information Document, it is impossible to name the individual Beneficiaries since the Company has not yet identified them. If the Shareholders' Meeting approves the Plan, the Shareholders' Meeting shall instruct the Board of Directors to determine, under the terms and conditions outlined in Article 84-bis, paragraph 5, letter a) of the Issuers' Regulations (or under the laws and regulations applicable from time to time), the number of Beneficiaries and the categories of employees included among the Beneficiaries.
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2 REASONS FOR ADOPTING THE PLAN
Besides the information below, please refer - for any further details concerning the reasons motivating the adoption of the Plan - to the information published by the Company under Article 84-quater of the Issuers' Regulations, including the Remuneration Report approved by the Board of Directors on 12 March 2026, filed at the Company's registered office and at its operating and administrative offices, as well as at Borsa Italiana S.p.A., and available on the Company's website at www.fieramilano.it/investitori/Assemblea dei Soci.
2.1 Objectives to achieve through the allocation of plans
The Plan aims to:
(i) align the interests of management with those of shareholders and contribute to creating sustainable value by promoting stable management participation in the Company's capital through incentive instruments with a medium to long-term horizon and also based on Shares;
(ii) to encourage the permanence and motivation within the Group of resources possessing high professional qualities, necessary for the pursuit of the Company's strategy and sustainable success, ensuring the balance of the remuneration pay-mix, in line with market practices;
(iii) linking the overall remuneration and especially the incentive system of the Group's management and key figures to the actual performance of the Company and the creation of new value for the Group.
The Beneficiaries and the amount of the Allocated Shares, and the Allocated Bonus to each of the Beneficiaries will be discretely and indisputably determined by the Board of Directors on the Date of Allocation, at the time of approval of the Rules, considering the strategic relevance of the respective position held and the levels of Fixed and Variable Remuneration annually received, ensuring an overall competitive level of remuneration.
The Plan will cover a time horizon of three years, corresponding to the three years 2026-2028, a period deemed consistent to measure the sustainable value growth of the Group in the medium term.
We will provide more detailed information during the Plan's implementation in compliance with Article 84-bis, paragraph 5(a) of the Issuers' Regulations (i.e. the laws and regulations applicable from time to time).
2.2 Key variables, also as performance indicators considered for the allocation of share-based plans
It was stated that the Group's remuneration structure adequately balances: (i) a fixed component consistent with the powers and/or responsibilities assigned, as well as sufficient to remunerate the services provided in the event of non-disbursement of the variable component, and (ii) a variable component, defined within maximum limits and aimed at significantly aligning the remuneration to the performance actually achieved, taking into account the risk profiles connected to the reference market sector, to the levels of remuneration expressed by peers, characterised by a significant
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incidence of long-term incentive components, also through an adequate deferral of share of the same, in line with market practices and the business developed by the Company and the Group.
The Plan envisages that the Beneficiaries will be allocated a certain number of Shares and a Bonus, defined taking into account the Fixed Remuneration levels and subject to the achievement of the Performance Targets to be determined by the Board of Directors when approving the Rules. The decision to make the recognition of the Shares and Bonus conditional on achieving Performance Targets and creating new sustainable value seeks to ensure that the Plan can best achieve an incentive function.
The Plan provides that the right to receive the Shares and Bonus is subject to the achievement of performance conditions consisting of typical financial management objectives, also considering environmental, social and governance aspects. For more information, see Section 4.5 below.
The Plan Shares will comprise Shares directly or indirectly held by the Company, purchased or to be purchased under Article 2357 et seq. of the Italian Civil Code. The maximum number of Plan Shares is 539.244.
We will provide more detailed information during the Plan's implementation in compliance with Article 84-bis, paragraph 5(a) of the Issuers' Regulations (i.e. the laws and regulations applicable from time to time).
2.3 Elements underlying the determination of the amount of the instrument-based remuneration, i.e. the criteria for its determination
On the Date of Allocation, the Board of Directors will identify the Beneficiaries and the amount of the Allocated Shares and the Allocated Bonus to each of them. Each Beneficiary will receive the Allocation Form, which will show the amount of the Allocated Shares and/or the Allocated Bonus, according to the following criteria.
The amount of the Allocated Shares, and the Allocated Bonus shall correspond to a percentage of the RAL (Gross Annual Remuneration) paid to each Beneficiary on the Date of Allocation; this value may decrease or increase if the Beneficiary reaches or exceeds the Performance Target at the end of the Vesting Period.
Under the Plan, there will be:
(i) a minimum level of achievement of Performance Targets, below which no award will be made; and
(ii) a maximum level of achievement of Performance Targets, in excess of which no increase in the allocatable bonus will take place.
We will provide more detailed information during the Plan's implementation in compliance with Article 84-bis, paragraph 5(a) of the Issuers' Regulations (i.e. the laws and regulations applicable from time to time).
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2.4 Reasons for any decision to allocate remuneration plans based on financial instruments not issued by the issuer of financial instruments, such as financial instruments issued by subsidiaries or, parent companies or companies outside the Group; where such instruments are not traded on regulated markets, information on the criteria used to determine the value attributable to them
Not applicable, as the Plan - for the equity part - is based exclusively on financial instruments issued by the Company.
2.5 Consideration of significant tax and accounting implications that affected the design of the plans
The preparation of the Plan was not influenced by significant fiscal or accounting considerations.
2.6 Possible support for the plan from the Special Fund for the encouragement of worker participation in enterprises, referred to in Article 4(112) of Law 350 of 24 December 2003
Possible support for the Plan from the Special Fund for the encouragement of worker participation in enterprises, referred to in Article 4(112) of Law 350 of 24 December 2003.
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3 APPROVAL PROCESS AND TIMING OF ALLOCATION OF INSTRUMENTS
3.1 Scope of powers and functions delegated by the shareholders' meeting to the board of directors to implement the Plan
On 12 March 2026, with the favourable opinion of the Appointments and Remuneration Committee, the Board of Directors resolved to submit the Plan guidelines in the Information Document to the Shareholders' Meeting for approval. The Shareholders' Meeting will also be called upon to resolve, besides approving the guidelines of the Plan in the Information Document, to grant the Board of Directors, after hearing the opinion of the Appointments and Remuneration Committee where relevant, any power necessary or appropriate to implement the Plan, in particular (for example only) any power to: (i) identify, include or exclude Beneficiaries; (ii) determine the amount of Allocated Shares and the amount of the Allocated Bonus to each Beneficiary; (iii) define the contents of the Allocation Sheets and establish the Performance Targets; (iv) verify compliance with the conditions for the delivery of the Allocated Shares, and the Allocated Bonuses as identified in the Rules; (v) proceed with the actual deliveries to the Beneficiaries of the Shares and Bonuses; (vi) to prepare and approve the Rules and Regulations and to make such amendments to it as may be necessary and/or appropriate, also to adapt them to extraordinary events that have occurred; as well as (vii) draw up and/or complete any document necessary or appropriate to the Plan, perform any act, fulfilment (including market disclosure in compliance with applicable laws and regulations), formality, communication that is necessary or appropriate for the management and/or implementation of the Plan, with the power to delegate its powers, duties and responsibilities concerning the Plan's execution and implementation.
3.2 Naming of the persons entrusted with the administration of the Plan and their function and competence
The Board of Directors will implement the Plan, which will be entrusted by the Shareholders' Meeting with the management and implementation of the Plan, with the preliminary and advisory support of the Appointments and Remuneration Committee.
The operational management of the Plan will be delegated to the chairman of the Appointments and Remuneration Committee, which will operate under the Regulation.
The administration of the Plan may be carried out by a trust company that will operate based on a specific mandate granted by the Company and will have to comply with the Rules.
3.3 Existing procedures, if any, for the revision of the plans also because of possible changes in the primary objectives
The Board of Directors has the power to make any amendments and additions to the Rules, independently and with no further approval by the Shareholders' Meeting, that it deems necessary or appropriate for the better management of the Plan itself and to adapt the Rules to the changed situation, while keeping the substantial and economic contents of the Plan unchanged as far as possible, in the following cases:
(i) extraordinary transactions on the Company's capital that are not expressly governed by the Rules, such as, for example but not limited to, mergers, spin-offs, reductions in capital, including because of losses, increases in the Company's capital, whether gratis or against
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payment, offered in option to shareholders or without option rights, possibly also to be paid in kind, regrouping or splitting of Shares, which may affect the Shares;
(ii) events of an extraordinary and/or non-recurring nature and/or not attributable to typical activities (such as, for example and not limited to, acquisitions and/or disposals of shareholdings and/or business units), considered particularly significant and/or not currently envisaged in the management plans, which entail a significant change in the Group's scope;
(iii) the occurrence, at a national or international level, of extraordinary and unforeseeable events concerning the Company or the sectors and/or markets in which it operates, which significantly affect the Company's results, including the occurrence of significant adverse effects not only financial, such as those resulting from pandemics and health emergencies;
(iv) legislative or regulatory changes or the Corporate Governance Code;
(v) other events of an extraordinary nature likely to affect the Plan.
In particular, the Board of Directors may amend, supplement or diminish them, among other things, for example: (i) the number of Allocated Shares, without prejudice to the maximum number of Shares to be allocated referring to the Plan and considering the number of treasury Shares of the Company from time to time existing and/or the number of new Shares of the Company deriving from any capital increases resolved to service the Plan and/or any further incentive plans, including share-based incentive plans, (ii) the amount of the Bonuses Allocated, and (iii) the Performance Targets and/or the further terms and conditions for the vesting of the Allocated Shares and the Bonuses Allocated provided for by the Rules.
3.4 Description of the methods by which the availability and allocation of the financial instruments on which the plans are based are determined (e.g: Free allocation of shares, capital increases with the exclusion of subscription rights, purchase and sale of treasury shares)
As specified in Paragraph 4.1 below, the purpose of the Plan is to allocate to the Beneficiaries (besides the Bonus), free of charge and subject to the achievement of the Performance Targets and in compliance with the other provisions of the Plan, Shares already outstanding and in the Company's portfolio (or subsequently acquired under Article 2357 et seq. of the Italian Civil Code).
3.5 Role played by each director in determining the characteristics of these plans; possible existence of situations of conflict of interest for the directors concerned
The determination of the features of the Plan, to be submitted to the Shareholders' Meeting for approval pursuant to and in compliance with Article 114-bis of the Consolidated Law on Finance, was carried out collectively by the Board of Directors, with the propositional and advisory support of the Appointments and Remuneration Committee, in compliance with the recommendations of the Corporate Governance Code and in line with the best corporate practice on the matter.
The Board of Directors resolved to submit the Plan to the Shareholders' Meeting for approval at its meeting held on 12 March 2026. On that occasion, the Chief Executive Officer informed the other directors and members of the Board of Statutory Auditors present of his interest in the transaction, in his capacity as potential Beneficiary of the Plan, and therefore abstained from the discussion and voting on the Plan.
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3.6 For the requirements of Article 84-bis, paragraph 1, the date of the decision taken by the body responsible for proposing the approval of the plans to the shareholders' meeting and of the proposal of the remuneration committee, if any
The Board of Directors resolved to submit the Plan to the Shareholders' Meeting for approval at its meeting held on 12 March 2026.
The Appointments and Remuneration Committee examined the proposal at its meeting held on 9 March 2026 and expressed a favourable opinion on it at that meeting.
3.7 For the requirements of Article 84-bis, paragraph 5, letter a), the date of the decision taken by the competent body on the allocation of the instruments and the proposal to the body mentioned above formulated by the remuneration committee, if any
As of the Date of the Information Document, the Board of Directors has not yet resolved on allocating the Shares.
If the Shareholders' Meeting approves the Plan, it shall instruct the Board of Directors to take, under the terms and conditions set forth in Article 84-bis, paragraph 5, letter a), of the Issuers' Regulations (or the laws and regulations applicable from time to time), the decisions relevant to implementing the Plan, including the determination of the number of Allocated Shares and the amount of the Allocated Bonus to each Beneficiary.
3.8 Market price, recorded on the dates as mentioned above, for the financial instruments on which the plans are based if traded on regulated markets
The closing price of the Shares recorded on the date of the Appointments and Remuneration Committee's proposal (i.e., 9 March 2026) was Euro 7,68 while the closing price of the Shares recorded on the date on which the Board of Directors approved the Plan (i.e., 12 March 2026) was Euro 7,56.
3.9 With plans based on financial instruments traded on regulated markets, when determining the timing of the allocation of the instruments in implementation of the plans, under what terms and in what manner does the issuer consider the possible time coincidence between: (i) such allocation or any decisions taken in this regard by the remuneration committee, and (ii) the disclosure of any relevant information pursuant to Article 114(1); for example, if such information is: (a) not already public and capable of positively influencing market quotations, or (b) already published and capable of negatively impacting market quotations
The identification of any safeguards shall be referred to the Board of Directors when approving the Rules, it being understood that the Plan shall be implemented, in any case, in full compliance with the disclosure obligations incumbent on the Company, to ensure transparency and parity of information to the market, as well as in compliance with the internal procedures adopted by the Company.
The Beneficiaries will be required to comply with the provisions on the abuse of inside information provided by the laws and regulations applicable from time to time, in particular concerning the
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operations of disposition of the Shares that may be allocated after the verification of the Performance Targets.
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4 THE FEATURES OF THE ALLOCATED INSTRUMENTS
4.1 Description of the forms in which share-based remuneration plans are structured
The subject of the Plan is:
(i) the allocation, free of charge, to the Beneficiaries, upon the expiration of the Vesting Period and the occurrence of the conditions described in Section 4.5, of Shares already outstanding and in the Company's portfolio (or subsequently acquired pursuant to Article 2357 et seq. of the Italian Civil Code), as well as
(ii) the payment to the Beneficiaries at the expiry of the Vesting Period and upon the occurrence of the conditions described in Section 4.5, of the Bonus.
The right of the Beneficiaries to participate in the Plan shall be granted to them free of charge and personally and may not be transferred by deed between living persons nor be subject to a lien or be the subject of other acts of disposition in any capacity.
After hearing the opinion of the Appointments and Remuneration Committee, to the extent relevant, and - in the cases governed by Article 2389, paragraph 3, of the Italian Civil Code - after hearing the Board of Statutory Auditors, the Board of Directors shall identify the Beneficiaries and establish the number of Allocated Shares and the amount of the Allocated Bonus to each Beneficiary. The number of Accrued Shares and the amount of the Accrued Bonus that each of the Beneficiaries will be entitled to receive will be determined by the Board of Directors at the end of the Vesting Period, at the outcome and based on the verification of the level of achievement of the Performance Targets.
The allocated Shares have regular dividend entitlement and, therefore, the rights on it shall accrue to each Beneficiary from the moment the same becomes the holder of the Shares, without prejudice to the provisions of Paragraph 4.5 below concerning the Lock-Up.
4.2 Indication of the period of actual implementation of the Plan with reference also to any different cycles envisaged
The Plan has a time horizon of 3 years and provides for a single allocation of the Shares and Bonus to the Beneficiaries during the Vesting Period (so-called "closed" plan).
More detailed information will be provided during the Plan's implementation, in compliance with Article 84-bis, paragraph 5(a) of the Issuers' Regulations (i.e. the laws and regulations applicable from time to time).
4.3 Termination of the Plan
The Plan will end upon approval of the Financial Statements for the year ending 31 December 2028.
4.4 Maximum number of financial instruments, also as options, allocated in each fiscal year concerning the persons identified by name or the specified categories
The maximum number of Plan Shares for the three years is 539.244.
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4.5 Modalities and clauses for implementing the Plan, specifying whether the actual allocation of the instruments is subject to the fulfilment of conditions or the achievement of specific results, including performance results; description of these conditions and results
The right to receive the Allocated Shares and the Allocated Bonus is subject to the fulfilment of both of the following conditions:
(i) that the Economic – Financial and ESG (Environmental, Social & Governance) Performance Targets have been achieved defined for the Vesting Period and duly established by the Board of Directors, subject to the opinion of the Appointments and Remuneration Committee, at the time of approval of the Regulation. More specifically, the Plan provides for a structure of objectives based on three indicators, each characterised by a specific weight and progressive payout mechanisms, in order to ensure appropriate alignment between management incentives, economic-financial performance, value creation and medium-long term sustainability. Group EBITDA, which represents 45% of the overall target, is aimed at measuring the Group's ability to generate operating profitability. The specific target will be determined on the basis of the 2026–2029 financial projections approved by the Board of Directors at the meeting of 18 February 2026. The related incentive mechanism provides for: i) the recognition of a payout equal to 50% upon reaching 80% of the target; ii) the recognition of a payout equal to 100% upon reaching the full target; iii) the recognition of a maximum payout equal to 150% upon reaching 120% of the target. The Net Financial Position, with a weight of 35%, is aimed at encouraging balanced and sustainable financial management. Again, the specific values will be defined on the basis of the 2026–2029 financial projections approved by the Board of Directors at the meeting of 18 February 2026. The payout profile is aligned with that provided for Group EBITDA, with a minimum threshold at 80% of the target (50% payout), a full target at 100% (100% payout) and a maximum threshold at 120% (150% payout). To complete the economic-financial component, the Plan includes an ESG Objective, with a weight of 20%, aimed at measuring the improvement of the organisational climate and the quality of internal relations, based on comparison with the baseline values of the Great Place to Work survey detected in 2024. In particular: i) the improvement of the score in at least two dimensions of the Great Place to Work questionnaire allows access to the minimum payout; ii) the improvement of the score in at least three dimensions allows the achievement of the full target; iii) the achievement of the Great Place to Work certification by 2028 represents the condition for the recognition of the maximum payout. The overall structure of the Plan is aimed at ensuring progressive results and a clear correlation between the levels of performance achieved and the recognised incentive, in line with the 2024–2027 Strategic Plan and the Group's ESG strategy;
(ii) that, at the end of the Vesting Period, the relationship between the Beneficiary and the Company or the relevant Subsidiary is still in place and that the Beneficiary's status as a Beneficiary within the Company, the relevant Subsidiary, or the Group has not ceased, regarding the role held, except in the case of Good Leaver.
The Allocation Form of each Beneficiary shall contain details of the Allocated Shares and the Allocated Bonus, the Performance Targets and their values. If the number of Accrued Shares resulting from applying the preceding provisions is decimal, that number shall be rounded down to the nearest whole number.
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europe
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The Rules will provide - without prejudice to any other right or remedy however provided for in favour of the Company and the Subsidiaries by applicable provisions of law or contract - Claw Back clauses in favour of the Company, in the terms better detailed in the Rules.
Fifty per cent of the Accrued Shares under the Plan may not be transferred or subject to any lien or other acts of disposal inter vivos for any reason for 24 months (Lock Up) from the effective delivery date of such Accrued Shares.
Such Shares, delivered to the Beneficiaries through the authorised financial intermediary, will have regular dividend entitlement but must remain on deposit with the authorised financial intermediary identified by the Company throughout the duration of the Lock-Up.
If a Beneficiary ends its Relationship with the Company (or the relevant Subsidiary) during the Lock-Up, the Accrued Shares delivered to the Beneficiary, while remaining its property, shall remain unavailable for 24 months.
4.6 Indication of any restrictions on the availability of the allocated instruments or the instruments resulting from the exercise of the options, with particular reference to the terms within which the subsequent transfer to the same Company or third parties is permitted or prohibited
The right of the Beneficiaries to take part in the Plan shall be granted to them free of charge and personally and may not be transferred by deed between living persons nor be subject to a lien or be the subject of other acts of disposition in any capacity.
4.7 Description of any termination conditions concerning the allocation of the plans if the recipients carry out hedging transactions that neutralise any prohibitions on the sale of the financial instruments allocated, including as options, or of the financial instruments resulting from the exercise of such options
Not applicable, as there are no termination conditions if the Beneficiaries carry out hedging transactions.
4.8 Description of the effects of termination of employment
Since the right to receive the Allocated Shares and the Allocated Bonus is functionally linked to the continuation of the Relationship between the Beneficiaries and the Company or the Group, in the event of the termination of such Relationship, the following provisions shall apply, unless the Board of Directors determines otherwise in a more favourable sense for the Beneficiaries.
In the event of termination of the Relationship before the expiry of the Vesting Period, because of a Bad Leaver event, the Beneficiary will permanently lose the right to receive the Allocated Shares and the Allocated Bonus.
In the event of termination of the Relationship before the expiry of the Vesting Period, because of the occurrence of a Good Leaver event, the Beneficiary (or their heirs) may retain the right to a pro rata temporis fraction of the Accrued Shares and the Accrued Bonus, calculated based on the ratio between (i) the period between the Date of Allocation and the date of termination of the Relationship, and (ii) the Vesting Period, under the terms to be better defined in the Rules.
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It is understood that the right of the Beneficiaries to receive the Accrued Shares and the Accrued Bonus shall remain suspended from the moment of the sending of a letter of disciplinary dispute (pursuant to and for Article 7 of Law No. 300 of 20 May 1970), and until the moment of the receipt, by the Beneficiary concerned, of the notice by which the relevant sanction has been imposed or of the notice by the Company or the Subsidiary that it does not intend to proceed with the imposition of any sanction. It is also understood that in the event of a transfer of the Relationship to another company of the Group and/or in the event of termination of the Relationship and simultaneous establishment of a new Relationship within the Group, the Beneficiary shall retain, mutatis mutandis, all the rights attributed to them by the Rules.
If a Beneficiary ends its Relationship with the Company (or the relevant Subsidiary) during the Lock-Up, the Accrued Shares delivered to the Beneficiary, while remaining its property, shall remain unavailable for 24 months.
4.9 Specification of other potential causes of cancellation of plans
Except as specified in the Information Document, there are no other causes for cancellation of the Plan.
4.10 Reasons for the possible provision of a 'redemption' by the Company of the financial instruments subject to the plans, under Article 2357 et seq. of the Italian Civil Code; the beneficiaries of the redemption, specifying whether it is intended only for particular categories of employees; the effects of the termination of employment on that redemption
The Plan does not provide for redemption provisions by the Company.
The Plan includes Claw Back clauses in favour of the Company, as set out in Section 4.5 above, to which reference should be made.
4.11 Any loans or other facilities to be granted for the purchase of shares under Article 2358 of the Italian Civil Code
Not applicable, as the Plan provides for the free allocation of the Shares and Bonus when the conditions outlined in the Rules are met.
4.12 Specification of valuations of the expected burden for the Company at the date of the relevant allocation, as determinable based on the terms and conditions already defined, by total amount and concerning each instrument of the Plan
The burden expected to be borne by the Company for implementing the Plan derives from the assessment of its economic impact, which will have to consider the number of Accrued Shares, the Accrued Bonuses and the quotation of the Shares on the market.
As of the Date of the Information Document, since, among other things, the Beneficiaries of the Plan have not been identified nor the relative allocations, it is not possible to determine the charge described above, which will therefore be communicated upon approval of the Regulation.
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ecr-ecorige
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4.13 Indication of any dilutive effects on capital caused by the remuneration plans
Not applicable as the Plan, having as its object treasury shares of the Company, does not entail any dilutive effects.
4.14 Possible limits on the exercise of voting rights and the allocation of property rights
The Shares have regular dividend entitlement and, therefore, the rights attaching to it shall accrue to each Beneficiary from the moment the same becomes the holder thereof, except as stated in Paragraph 4.5 above regarding the Lock-Up.
There are no limits on the exercise of voting rights nor the allocation of property rights.
4.15 If the shares are not traded on regulated markets, any valuable information for an accurate assessment of the value attributable to them
Not applicable, as the Shares are traded on regulated markets.
4.16 Number of financial instruments underlying each Option
Not applicable.
4.17 Expiry of Options
Not applicable.
4.18 Mode (American/European), timing (e.g. valid exercise periods) and exercise clauses (e.g. knock-in and knock-out clauses)
Not applicable.
4.19 Exercise price of the option or the manner and criteria for its determination, with particular regard to: (a) the formula for calculating the exercise price in relation to a given market price (so-called fair market value), and (b) how the market price taken as a reference for the determination of the exercise price (e.g: last price of the day before the allocation, an average of the day, an average of the previous 30 days, etc.)
Not applicable.
4.20 If the exercise price is not equal to the market price determined under 4.19 b) (fair market value), reasons for the difference
Not applicable.
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4.21 Criteria based on which different operating prices are envisaged between different parties or different categories of recipients
Not applicable.
4.22 Where the financial instruments underlying the Options are not traded on regulated markets, an indication of the value attributable to the underlying instruments or the criteria for determining that value
Not applicable.
4.23 Criteria for adjustments made necessary because of extraordinary capital transactions and other transactions involving changes in the number of underlying instruments (capital increases, extraordinary dividends, regrouping and splitting of underlying shares, mergers and demergers, conversion into other classes of shares, etc.)
Please refer to Section 3.3 above.
4.24 Share issuers shall attach to the information document the attached Table No. 1
The table referred to in Section 4.24 of Schedule 7 shall be compiled and disclosed during the Plan's implementation in the manner outlined in Article 84-bis, paragraph 5, letter a) of the Issuers' Regulations, or in any event under the laws and regulations applicable from time to time.
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