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Gefran — Remuneration Information 2026
Mar 31, 2026
4059_rns_2026-03-31_4f6d20a8-8c8f-4245-aed9-7ea0dd3b776a.pdf
Remuneration Information
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GEFRAN
BEYOND TECHNOLOGY
Report on Remuneration Policy and Compensation Paid of Gefran S.p.A.
Pursuant to Article 123-ter of the Consolidated Law on Finance (TUF) and Article 84-quater of the Consob Issuers’ Regulation
www.gefran.com
Approved by the Board of Directors on 12 March 2026
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BEYOND TECHNOLOGY
CONTENTS
CONTENTS...2
INTRODUCTION...3
A. REFERENCE REGULATORY FRAMEWORK...3
B. PURPOSE OF THE REPORT...3
C. EXECUTIVE SUMMARY...5
DESCRIPTION OF CHANGES COMPARED TO THE 2025 REPORT...6
SECTION I - REMUNERATION POLICY FOR FISCAL YEAR 2026...7
A. PARTIES INVOLVED IN THE PROCESS OF PREPARING, ADOPTING AND IMPLEMENTING THE POLICY...7
B. EXCEPTIONAL CIRCUMSTANCES PERMITTING TEMPORARY EXCEPTIONS TO THE REMUNERATION POLICY...11
C. AIMS, PRINCIPLES AND TOOLS OF THE REMUNERATION POLICY...12
D. OUTCOME OF VOTING AT THE SHAREHOLDERS' MEETING...13
E. GENERAL TERMS OF THE POLICY...13
(i) Structure of the remuneration package...13
(ii) Fixed component of remuneration...14
(iii) Variable components of remuneration and una tantum payments...14
F. SHORT-TO MEDIUM-TERM VARIABLE COMPONENT (MBO)...15
(i) Criteria underlying its determination and payment...15
(ii) malus and clawback mechanisms...16
(iii) MBO for the year 2026...16
(iv) Sustainability...17
(v) Enterprise Risk Management...17
G. MEDIUM-LONG TERM VARIABLE COMPONENT (LTI)...17
(i) criteria underlying its determination and payment...17
H. BENEFITS AND WELFARE...18
I. INDEMNITY FOR RESIGNATION, DISMISSAL OR TERMINATION OF EMPLOYMENT...19
J. NON-COMPETITION AGREEMENTS...20
INDIVIDUAL REMUNERATION POLICIES...21
K. DIRECTORS' REMUNERATION...21
L. REMUNERATION OF DIRECTORS WITHOUT SPECIAL DUTIES...21
M. REMUNERATION OF DIRECTORS WITH SPECIAL DUTIES...22
N. REMUNERATION OF THE BOARD OF STATUTORY AUDITORS...23
O. REMUNERATION OF GENERAL MANAGERS AND OTHER EXECUTIVES WITH STRATEGIC RESPONSIBILITY...24
SECTION II - REPORT ON COMPENSATION PAID FOR 2025...25
A. 2025 BUSINESS RESULTS...25
B. 2025 REMUNERATION...25
C. REMUNERATION OF THE BOARD OF DIRECTORS...25
(i) Remuneration of Directors without special duties...26
(ii) Remuneration of Directors with special duties...26
D. REMUNERATION OF THE CHIEF EXECUTIVE OFFICER...27
(i) Remuneration of the Chief Executive Officer...27
(ii) Remuneration of the General Manager...27
E. REMUNERATION OF THE BOARD OF STATUTORY AUDITORS...28
F. REMUNERATION OF EXECUTIVES WITH STRATEGIC RESPONSIBILITY...28
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INTRODUCTION
A. Reference regulatory framework
This Report on Remuneration Policy and Compensation Paid (the "Report"), approved by the Board of Directors on 12 March 2026, is divided into two sections:
- Section I: Remuneration policy for the fiscal year 2026 ("2026 Policy") and
- Section II: Report on compensation paid for the fiscal year 2025 (the "2025 Report").
This Report is drawn up pursuant to Article 123-ter of the Consolidated Law on Finance (as amended by Article 3 of Italian Legislative Decree no. 49 of 2019 which implemented in Italian legislation the so-called Shareholders' Rights Directive II - EU Directive 828/2017) and Article 84-quater and Schedule 7-bis of Annex 3A of Consob regulation No. 11971 of 14 May 1999 (as amended by Consob resolution No. 21623 of 10 December 2020, hereinafter the "Issuers' Regulation"). The draft of this Report also considers the provisions of the Corporate Governance Code of listed companies, to which Gefran S.p.A. ("Gefran" or "the Company") adhered with a resolution passed by its Board of Directors of 16 December 2020. This Report has also been adopted for the purposes of Article 13, paragraph 3, letter b) of Consob Regulation No. 17221/2010 and Article 13 of the Regulation governing transactions with related parties approved by the Board of Directors of the Company on 24 June 2021.
This Report has been made available to the public at the Company's registered office, on the authorised storage mechanism () and on the Company's website at www.gefran.com.
B. Purpose of the report
This Report is designed to:
(i) explain in a clear, comprehensive and transparent manner the Remuneration Policy adopted by Gefran S.p.A. for the fiscal year 2026, highlighting its purposes, principles and the criteria for its determination, as well as the underlying governance and control mechanisms; and
(ii) report, with reference to the fiscal year 2025, the compensation paid to the recipients of the Policy, enabling shareholders and the market to make an informed assessment of the consistency between remuneration, results achieved and value creation in the medium-long term.
With this in mind, also in view of the recommendations of the Corporate Governance Code promoted by the Corporate Governance Committee, the 2026 Policy was defined in accordance with the Group's strategy and with the aim of promoting the sustainable success of Gefran in the medium-long term, aligning the interests of management with those of shareholders and stakeholders. Specifically, the Policy was drawn up in compliance with the principles of (i) meritocracy and internal equity, ensuring consistency between remuneration and the responsibilities, powers and role of each recipient; (ii) competitiveness, in terms of balanced remuneration compared with the reference markets. For further details, please see paragraph C of section I of this Report.
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The 2026 Policy, submitted to the binding vote of the Shareholders' Meeting which will be convened for the approval of the annual financial statements as at 31 December 2025 pursuant to Article 123-ter, paragraphs 3-bis and 3-ter of the Consolidated Law on Finance, defines the principles and guidelines that determine the remuneration of directors, directors with special duties, general managers and executives with strategic responsibility for the fiscal year 2026.
The 2025 Report, submitted to an advisory and non-binding vote of the Shareholders' Meeting pursuant to Article 123-ter, paragraph 6 of the Consolidated Law on Finance, provides nominatively for the Directors, Statutory Auditors and General Manager and, in aggregate form, for other Executives with strategic responsibility:
(i) an adequate, clear and understandable presentation of each of the items of remuneration pertaining to 2025 for the people in the positions listed above, including the conditions applicable in the event of resignation from the post or termination of employment, in order to demonstrate their compliance with the Policy;
(ii) an analytical indication of the compensation paid by the Company and its subsidiaries in the fiscal year 2025, for any reason and in any form, reporting any components of the aforesaid compensation that relate to activities carried out in years prior to the fiscal year in question, and also showing any compensation to be paid in one or more subsequent years for work performed in 2025, specifying the estimated value of components not objectively quantifiable during the year 2025;
(iii) an illustration of how the Company has taken into account the vote expressed by the Shareholders' Meeting on 29 April 2025.
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C. Executive summary
In line with best practices, this section contains an executive summary table of the main contents of the Policy.
Fixed Remuneration:
| Recipients | Gross annual fixed amount (€) | Gross annual variable amount (€) | Paragraph Section I |
|---|---|---|---|
| Directors | 30,000 | // | L |
| Directors with special duties and the General Manager | • Chairwoman: 300,000 | ||
| • Vice Chairwoman: 210,000 | // | M e F (iv) | |
| • Chief Executive Officer/General Manager total: 339,288.95 | MBO plus LTI plan quota (achievement of 100% of the targets): | ||
| 210,000 (ESG targets = 20%) |
Variable remuneration/total compensation ratio of the Chief Executive Officer/General Manager: 36% (in line with fiscal year 2025)
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Description of changes compared to the 2025 Report
The main changes in this Report compared to the 2025 Report are as follows:
- rewording of the executive summary to clarify information (Section I – Paragraph C);
- change in the compensation of the Chairwoman and Vice Chairwoman (Section I – paragraph M);
- rewording of certain paragraphs with a view to synthesis and clarity of presentation;
- indication of the maximum percentage quota that may be paid in the case of una tantum discretionary bonuses (Section I – paragraph E (iii))
- updating of the list of Executives with strategic responsibility (Section I – paragraph O)
- indication, in the report on remuneration paid in 2025, of the compensation received by Director Andrea Franceschetti for his delegated responsibilities as Vice Chairman until the date of his resignation from that office (Section II – table 1).
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SECTION I - Remuneration Policy for fiscal year 2026
A. Parties involved in the process of preparing, adopting and implementing the policy
The 2026 Policy is defined as a result of a process involving the Shareholders' Meeting, the Board of Directors, the Appointments and Remuneration Committee and the Board of Statutory Auditors, who are responsible, each within their respective functions, for the proper implementation of the Policy and for ensuring that the Policy is duly implemented.
In line with the policy of the previous fiscal year, the Company did not make use of independent experts for the preparation of the 2026 Policy, as both statistical and qualitative investigations available on the market were taken into consideration, and, in line with the provisions of the Issuers' Regulation, the votes cast by shareholders during the previous shareholders' meeting were also examined. The same was adapted as part of an ongoing improvement process aimed at strengthening dialogue with Investors, acknowledging the importance of remuneration and incentives systems in the overall governance framework.
Shareholders' Meeting
The Shareholders' Meeting is responsible for:
- establishing the compensation of bodies appointed by it;
- voting in favour of the Policy or against it, with a binding resolution;
- voting, with a non-binding resolution, in favour of or against the approval of the Report on compensation paid by the Company, pursuant to Article 3 of Legislative Decree 49/2019;
- approving compensation plans based on financial instruments pursuant to Article 114-bis of the Consolidated Law on Finance.
Board of Directors
The Board of Directors prepares, submits to the Shareholders' Meeting and reviews the remuneration policy at least annually. It is also responsible for its proper implementation. In particular, this body defines the remuneration systems applicable to the Company's management body with the support of the Appointments and Remuneration Committee and after hearing the Board of Statutory Auditors.
With the support of the Appointments and Remuneration Committee, the Board prepares and approves the Policy for directors, members of the Board of Statutory Auditors and top management.
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The Board of Directors also submits an annual report to the Shareholders' Meeting, which contains information, including quantitative information, on the application of the previous year's Policy.
In its activities, the Board of Directors is supported by the Appointments and Remuneration Committee, as well as, in order to ensure correct application of the principles and criteria laid down in the legislation, by the competent company departments.
In accordance with Policy guidelines, the remuneration of executive directors and directors with special duties is determined by the Board of Directors, whereas the remuneration of executives with strategic responsibility is determined by the People & Organisation Department, in agreement with the Chief Executive Officer and the Chairwoman of Gefran S.p.A.
Appointments and Remuneration Committee
On 21 April 2023, the Company's Board of Directors resolved, as a result of the appointment of the new Board of Directors by the Shareholders' Meeting, also in compliance with the provisions contained in Principles No. 5 and 6 of the Corporate Governance Code 2020 version of Borsa Italiana (the Italian Stock Exchange), to establish within it an Appointments and Remuneration Committee ("Committee"), including three independent directors, who will remain in office until the approval of the financial statements as at 31 December 2025. On 5 May 2023, the Committee appointed Cristina Mollis as Chairwoman of the Committee in view of her experience gained during the previous office, as well as her in-depth knowledge of remuneration policies.
The Directors on the Committee are:
| OFFICE | MEMBERS |
|---|---|
| Independent Director and Chairwoman of the Committee | Cristina Mollis |
| Independent Director | Enrico Zampedri |
| Independent Director | Giorgio Metta |
The Committee has advisory, proposal-making and supervisory functions to ensure that remuneration policies are defined and applied within the Group. The purpose of these policies is, on the one hand, to attract, motivate and retain staff with the professional skills required to successfully pursue the Group's objectives, and, on the other, to align the interests of Management and shareholders.
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The Committee plays an important driving and proposing role, because it:
- submits proposals or expresses opinions to the Board of Directors regarding the remuneration of executive directors and other directors with special duties (it should be recalled that the proposal regarding remuneration for directors with special duties must be calculated after taking into account the mandatory opinion of the Board of Statutory Auditors, pursuant to Article 2389 of the Italian Civil Code), as well as regarding the setting of performance targets tied to the variable component of that remuneration;
- monitors application of the Board's decisions, checking in particular that performance targets are actually achieved, on the basis of long-term value-creation parameters;
- periodically assesses the adequacy, overall consistency and actual application of the policy for the remuneration of directors and executives with strategic responsibility, based on the information provided by delegated managers and by the Chief People & Organisation Officer.
The Committee also consults with the Board of Directors, whenever requested thereby, on remuneration and other related matters.
In carrying out its duties, the Committee formulates its opinions and proposals on the basis of an evaluation conducted considering the following parameters: (i) the principles contained in the Policy, (ii) the importance of responsibilities in the corporate organisational structure; (iii) the impact on the Company's results and the assumption of related risks; (iv) the results achieved by the Company and the Group; (v) a general analysis of the market and of peers in the sector for similar positions.
In preparing the Remuneration Policy, the Committee also considers business strategies, the market environment and the Group's consequent performance, in order to better align its compensation systems with Gefran's actual requirements.
The functions performed by the Committee in its role as Appointments Committee are described in the appropriate section of the Report on Corporate Governance and Ownership Structure to which reference should be made.
The Committee has the right to access company information and departments necessary for the performance of the tasks assigned to it, and has sufficient financial resources to guarantee its operating independence within the terms and within any limits on expenditure established by the Board of Directors. In this regard, the Committee may also use external consultants, when this is considered useful to compare remuneration systems in the market, after ascertaining that their independence of judgement is not compromised in any way.
The Committee meets whenever the Chairwoman of the Committee considers it necessary or when requested at least by one member, and in any event, with the frequency required to properly perform its duties.
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The meetings are duly recorded in minutes. The Committee operates on the basis of its own regulations.
Meetings may also be attended by other directors and representatives of the Company, especially the Chief People & Organisation Officer, when deemed appropriate or on the Committee's invitation.
The Chairman of the Board of Statutory Auditors and the Standing Auditors are also entitled to attend Committee meetings.
In order to avoid conflicts of interest, directors may not attend Committee meetings in which proposals concerning their own remuneration are being presented to the Board of Directors. The necessary documents and information are sent to all members of the Remuneration Committee sufficiently in advance of the meeting to enable them to express an opinion.
During 2025 the Committee held two meetings with an average duration of approximately one hour each, attended regularly by all members and the whole Board of Statutory Auditors. On the Chairwoman's invitation, the Chief People & Organisation Officer also attended to provide details of the incentive scheme adopted by the Company.
| MEETING DATE | ITEMS ON THE AGENDA |
|---|---|
| 11 February 2025 | 1. Summary of the status of the MBO 2024 plan; |
| 2. MBO 2024 closure of the Chief Executive Officer; | |
| 3. Any other business. | |
| 11 March 2025 | 1. Chief Executive Officer's Opinion on the MBO 2025; |
| 2. Presentation of the MBO 2025 proposal of the General Manager; | |
| 3. Presentation of the Remuneration Report; | |
| 4. Update of the Executive Recovery Plan; | |
| 5. Any other business |
As of the date of this Report, the Committee has met three times in the fiscal year 2026 so far.
People & Organisation Department
The People & Organisation Department, which reports regularly to the Committee, is responsible for implementing the Policy.
In order to assess the appropriateness, consistency and actual application of the Policy, the People & Organisation Department provides all members of the Committee with documentation
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containing all the information necessary for such an assessment, including concrete information on remuneration and compensation schemes, cooperation agreements and systems for providing incentives to executive directors and directors with special duties.
At the end of the fiscal year, the People & Organisation Department ascertains to what extent targets have been met, based on final figures supplied by Management Control.
Board of Statutory Auditors
The Board of Statutory Auditors is responsible for expressing opinions on the remuneration of directors with special duties.
B. Exceptional circumstances permitting temporary exceptions to the remuneration policy
In accordance with Article 123-ter, paragraph 3-bis of the Consolidated Law on Finance, in the case of exceptional circumstances the Company may make temporary exceptions to the Policy, provided the latter specifies the procedural conditions under which such exceptions may be made and the elements of the Policy to which exceptions may be made.
Gefran believes that, in order to pursue its long-term interests and achieve sustainability for the Company as a whole, and to ensure its ability to remain on the market, changes to its Policy may be made in exceptional circumstances, such as, by way of example:
(i) the need to replace the Chief Executive Officer or an Executive with strategic responsibility due to unexpected events, or in any case the need to negotiate a remuneration package quickly, where limitations imposed by the Policy may limit the Company's ability to attract or retain/build the loyalty of highly professional managers;
(ii) significant changes in the scope of the Company's business while the Policy remains in effect, for example the sale of a company or company branch on whose business the performance-based objectives of the applicable policy were based, or the acquisition of a significant business not included in the policy;
(iii) the need to deal with exceptional and/or exogenous and/or endogenous circumstances.
These changes may concern:
- in case of the Chief Executive Officer and the General Manager:
(i) the aggregation of the roles of General Manager and Chief Executive Officer, or the appointment of two different people for these offices;
(ii) the remuneration of the Chief Executive Officer/General Manager with regard to both the fee and salary components as an employee;
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(iii) the variable portion of remuneration.
- in case of the Chairwoman:
(i) if the Chairwoman is given powers to act as Chief Executive Officer due to the absence of this figure for any reason, additional remuneration may be established, which, in addition to the current fee, may not exceed the amount of €500,000.00.
- in case of Executives with strategic responsibility:
(ii) the Company may introduce new figures deemed useful for the development of the Gefran Group.
Changes of this type must be introduced by a resolution of the Company's Board of Directors, with the approval of the Appointments and Remuneration Committee.
C. Aims, principles and tools of the remuneration policy
The aim of the Gefran Group's Policy is to encourage and retain individuals who, in various capacities, make use of their experience and expertise at the service of the Gefran Group, and thus become personal participants in its development, always ensuring a balanced ratio between incentives and the risk profile of the activity in question.
With this in mind, the Policy is defined by prioritising the criteria of sustainability, fairness and internal consistency, as well as best business practices, taking market benchmarks into account, where appropriate, which are considered as reference information rather than as automatic parameters for determining compensation.
The guidelines are adopted by Gefran when recruiting new managers and when career advancement paths are prepared and implemented for existing staff in the Group.
The Policy is valid for one year and has been developed with the aim of promoting ever-greater alignment of management's interests with those of Stakeholders, also taking into account the main market practices, in compliance with current legislation.
The remuneration of independent and/or non-executive directors, as well as the remuneration of the members of the Board of Statutory Auditors, is not tied to the economic results achieved by the Company and/or the Group and is represented exclusively by a fixed component approved by the Ordinary Shareholders' Meeting, without prejudice to the possibility of granting additional remuneration for their participation in internal committees within the Board of Directors.
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The criteria for determining the remuneration of the Board of Statutory Auditors are defined on the basis of market parameters in such a way as to ensure its independence and autonomy; moreover, they are established on a proposal from the shareholders and subject to the approval of the Ordinary Shareholders' Meeting.
D. Outcome of voting at the Shareholders' Meeting
The Policy is defined by taking into account the shareholders' vote on the 2025 Remuneration Policy on 29 April 2025, as reported below:
| VOTING | Number of votes | % of share capital | % of capital represented |
|---|---|---|---|
| In favour | 8,548,960 | 59.37% | 92.16% |
| Against | 726,935 | 5.05% | 7.84% |
The resolution was therefore approved by a very large majority; please note that the majority of the minority shareholders who attended the meeting voted against the Policy.
E. General terms of the policy
(i) Structure of the remuneration package
The remuneration package is designed as a balanced set of fixed and variable monetary and non-monetary, direct and deferred components, which consists of the following elements:
- Fixed Gross Annual compensation: basic remuneration determined according to the role and responsibilities assigned.
- Variable Annual Incentive (MBO System): remuneration aimed at rewarding the achievement of specific annual targets.
- Variable Long-Term Incentive (LTI): incentive intended for senior positions focused on creating sustainable value over several years for shareholders and other stakeholders.
- Non-Monetary and Welfare Benefits: additional services and benefits supporting a person's well-being.
- Non-Competition Agreements: applied to the General Manager and to specific executives with strategic responsibilities.
These schemes apply to both Executives with strategic responsibility and top management of the Parent Company and foreign subsidiaries, in line with the specific nature of their roles and duties. The main objective is to develop a "pay for performance" system that aligns remuneration with actual results, both collective and individual.
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(ii) Fixed component of remuneration
For Directors, the fixed component remuneration consists of the fees resolved by the Shareholders' Meeting and the Board of Directors, described in detail in the following paragraphs.
For Executives with strategic responsibility, fixed remuneration consists of the Gross Annual Fee or GAF plus non-monetary benefits and any remuneration for non-competition agreements, all of which are based on the skills, expertise, managerial capacity and responsibility of the organisational position held. The Company is inspired by the principles of internal equity and external competitiveness, taking into account relevant market benchmarks.
It is standard practice to support managers' professional growth, in terms of both responsibilities and remuneration, in light of the evolution of their role and individual performance.
(iii) Variable components of remuneration and una tantum payments
The variable components of the remuneration package are intended to reward results in the short and medium-long term. Short-term performance is assessed on an annual basis and takes into account the results achieved at individual level, those of the organisational structure to which the recipient belongs and those of the Group, in a perspective that is consistent with the objectives of sustainability and value creation over time.
The variable component's weight compared to fixed remuneration is defined according to the area of activity and the strategic importance of the position held, and is structured in such a way as to ensure an overall balance of the remuneration package. It is based on clear, predetermined and measurable performance criteria, including financial and non-financial targets, and, where appropriate, targets related to corporate social accountability issues.
There are no deferred payments for the variable portion.
At the date of this Report, Gefran does not have any equity incentive plans in place or any other arrangements based on financial instruments.
Although no discretionary bonus is provided for in the Policy, the Company may, on an exceptional basis, grant una tantum bonuses, though only upon the occurrence of extraordinary, objective and duly justified circumstances which could not be foreseen at the time of setting the annual targets. Such circumstances may include, but not only, transactions of particular strategic importance for the Company or the Group (acquisitions or organisational restructuring of significant complexity) or the achievement of results that have a significant impact on the Group. Such extraordinary una tantum bonuses may be resolved by the competent body in accordance with the applicable governance procedures and, where applicable, on the proposal of the Appointments and Remuneration Committee. In any case, they must comply with current provisions (for example, in terms of impact on the variable/fixed remuneration ratio, where applicable the methods of payment of variable remuneration) and be subject to malus clauses and claw-back mechanisms, where legally applicable.
The amount of these extraordinary payments cannot in any case exceed $25\%$ of the overall fixed
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and variable remuneration package of the person concerned.
F. Short- to medium-term variable component (MBO)
(i) Criteria underlying its determination and payment
The short- to medium-term variable component is provided through a Management by Objectives (MBO) system, based on the achievement of annual objectives that are assigned by the end of the first quarter of the year in question. This system recognises the results achieved, establishing a direct link between compensation and the short-term performance of the Company.
The MBO system involves the entire management, personnel responsible for initiatives or projects of strategic importance in relation to their role and responsibilities, as well as the sales force.
In accordance with the annual guidelines, the MBO system is structured and implemented by the People & Organisation Department in cooperation with the Chief Executive Officer and the Chairwoman of the Board of Directors and is then presented to the Appointments and Remuneration Committee. At the end of each fiscal year and on the basis of the results achieved, the People & Organisation Department verifies the level of achievement of the objectives and determines the amount of variable compensation payable to each beneficiary.
The right to MBO payment is subject to the fulfilment of an economic-financial enabling condition (on/off condition), corresponding to a profitability indicator (EBIT) equal to or greater than 0. If this enabling condition is not met, the MBO component is not paid.
The performance objectives may include (i) quantitative economic-financial performance objectives (including the Group's EBIT, which is common to first-line managerial positions, possibly accompanied by additional indicators such as Net Working Capital (NWC) and/or Net Financial Position), (ii) business objectives (e.g. revenues, industrial margin, cost control), and (iii) managerial/qualitative objectives (processes, strategic projects and/or organisational and leadership development).
Each objective is given a "weight" that defines its relevance within each pay package, which varies according to the position held. Pay-outs may reach up to 150% of the target value, depending on the actual result achieved.
Numerical objectives are generally set with a "unchanged scope"; therefore, in the case of extraordinary transactions that have an impact on the Group's scope, such targets may be adjusted proportionally.
As far as known to the Company, the participants in the incentive plan do not make use of personal hedging strategies, remuneration insurance or other aspects that may alter or affect the risk alignment effects inherent in their remuneration mechanisms, with particular reference
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to incentive schemes.
(ii) malus and clawback mechanisms
The variable remuneration of members of the Board of Directors, General Managers and Executives with strategic responsibility is subject to conditions; hence, it is not granted, in whole or in part, if the requirements of financial sustainability are not met.
Gefran's MBO System also requires continuity of employment at the date of payment as an enabling condition; therefore, in the event of termination of employment, even for just cause related to the conduct mentioned above, the MBO component is not paid.
Malus or claw-back mechanisms may be provided with regard to specific objectives, identified in advance in the relevant incentive systems.
(iii) MBO for the year 2026
The MBO system guidelines for 2026, discussed by the Appointments and Remuneration Committee at its meetings on 22 January 2026 and 11 February 2026, and presented to the Board of Directors, support the Company's growth and sustainability objectives.
The guidelines have been defined in order to grow in the vertical markets identified, through the development of new applications and new products required by the market. The system is confirmed as the primary method and tool to guide management and allow it to focus on the Group's strategic goals.
Each MBO scheme typically comprises a minimum of three and a maximum of five objectives, each of which is an addendum.
Objectives can be catalogued in five clusters:
a. Economic/financial;
b. Vertical market development;
c. Production localisation;
d. R&D products;
e. Operational efficiency
Indicators are defined for each cluster and are then broken down for each function.
A portion of the over-achievement in certain homogeneous categories of beneficiaries may be provided as corporate welfare, with access to a range of services as permitted by legislation.
All objectives are inspired by a systematic logic considering the balance required to guarantee the sustainability of the business. For example, revenues are balanced by EBITDA, investments by EBIT, orders by added value.
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For each quantitative objective, the source of verification is associated, while for qualitative ones such as the implementation of projects, there are criteria by which the objective is assessed in terms of occurrence.
Concerning top management's individual objectives, the plan allows for the possibility of assigning objectives shared by one or more company departments, typically linked with cross-cutting projects involving innovation, organisational development, or improvement of productivity or efficiency, the achievement of which is the result of each manager's contribution.
(iv) Sustainability
It should be noted that Gefran has adopted the Strategic Sustainability Plan to set out the guidelines for achieving the Group's sustainable success. The targets contained in the Sustainability Strategic Plan are included in the variable remuneration of the Chief Executive Officer and of the managers responsible for the actions identified in the strategic plan. The Company has identified some parameters related to environmental, social and governance (ESG) issues by including these targets among the qualitative ones assigned to the beneficiaries of the plans. In 2025, the percentage of MBOs tied to ESG targets was 15.5%, while it will be around 11.3% in 2026.
Concerning the Chief Executive Officer and General Manager, the incentive scheme provides for an objective linked to ESG targets – with a weight of 20% of the total MBO – relating to the progress of the Sustainability Plan, through the implementation of the activities planned for 2026.
(v) Enterprise Risk Management
Gefran has launched a structured Enterprise Risk Management ("ERM") path aimed at promoting growing integration of operating risk management into business processes, organisational structures and systems that contribute to strategic and performance objectives. For further details on ERM activity, please refer to the Report on Corporate Governance and Ownership Structure (paragraph 9.0 INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM – CONTROL AND RISKS COMMITTEE) and to the Sustainability Report.
The risks mapped within the ERM activity are linked to the pillars of Gefran's strategic plan and those of the sustainability plan, in order to promote an integrated approach.
Part of the objectives of MBO 2026 of the Chief Executive Officer and the beneficiary managers are linked to the management of operating risks.
G. Medium-long term variable component (LTI)
(i) criteria underlying its determination and payment
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The Long Term Incentive - LTI plan is a variable component with a three-year time horizon, designed to align the interests of management with those of the Company in the medium-long term. This tool supports the implementation of plans and projects that go beyond a single year and contributes to sustainable business growth, strengthening the outlook and promoting the retention of key personnel.
The conditions triggering the LTI system are (i) the continuation of the working relationship at the end of the three-year period, without submitting resignations, together with (ii) an indicator of three-year profitability.
The LTI incentive is an integral part of the remuneration package of the General Manager, some Executives with strategic responsibility in Italy and some managers of foreign subsidiaries.
The scheme involves three/four economic/financial objectives, linked with the results achieved by the Company at the end of the three-year period, over which the beneficiary has the power to make decisions and act, and/or they may concern the implementation of strategic plans aimed at generating value for stakeholders and shareholders. Calculation and payment take place by the first quarter of the fiscal year following the end of the three-year period.
H. Benefits and Welfare
The Benefits awarded to management are intended to ensure that overall remuneration is as competitive as possible, and is in line with the best practices adopted on the labour market. They complete the monetary remuneration package. They consist of:
- insurance for reimbursement of medical costs
- company car for business/private use
- life and accident insurance
- D&O insurance
In line with international best practice, Gefran S.p.A. has taken out D&O (Directors & Officers) Liability insurance to cover risk to corporate bodies, General Managers, Executives with strategic responsibility, senior managers, executives and all figures playing a role in the protection of health and safety under Italian Legislative Decree no. 81 of 2008 as a result of claims filed against them by the companies or a third party with the aim of having them sentenced to pay compensation for damages in relation to the performance of their functions. This stipulation also constitutes an act of specific interest to the Company, as this policy is an instrument for the protection and safeguarding of claims for compensation made by parties damaged by persons representing the Company.
In defining the benefits package and how benefits are used, the Company has considered the different generations present within the Company and their preferences, with the aim of offering the best employee experience.
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I. Indemnity for resignation, dismissal or termination of employment
As a general rule, long-term performance in terms of value creation for shareholders is taken into account when calculating termination payments, also considering any requirements under the provisions of the applicable collective or individual agreements and any other individual circumstances, including the reasons for termination.
In general, the Gefran Group does not have any agreements with Directors or Executives with strategic responsibility that regulate in advance the financial aspects of early termination of employment, upon the initiative of either the Company or the individual (referred to as "parachute indemnities").
However, it is in the Company's interest to assess the possibility of entering into agreements of this kind with the Chief Executive Officer, regulating in advance said financial aspects when certain events occur, in view of the particular professional skills expressed and the retention objectives related to the role held, in line with the Group's strategies, values and long-term interests.
The contents of such agreements will be determined by the competent bodies on the basis of criteria to be drawn up taking into account the industry benchmarks, within the limits defined by case law and practice, and without prejudice to legal obligations.
If employment is terminated with the Group for reasons other than just cause, the usual approach is to seek an agreement to "terminate" the employment in a consensual manner.
In any case, this Policy establishes that the maximum amount of compensation payable in case of any agreements reached for termination/cancellation of the relationship with the Group, is represented by the monthly instalments provided for under applicable legislation and case law, as well as the applicable collective agreements.
This maximum amount includes any indemnities that may be paid in the event of termination of the office of director, even with delegated powers, and those provided for in the employment relationship, if the same person holds both positions.
In the event that an amount is paid as a settlement, this is established in accordance with the guidelines set out in the Corporate Governance Code, with particular reference to the criteria set forth in the national collective bargaining agreement (CCNL) for managers.
On 10 July 2024, the Chief Executive Officer and General Manager Marcello Perini on the one hand, and Gefran S.p.A. together with the parent company Fingefran S.r.l. on the other, signed an agreement guaranteeing the stability of the Company's leadership at least until the approval of the financial statements as at 31 December 2028.
This agreement, which contains clauses concerning the exercise of voting rights at the Shareholders' Meeting by the controlling shareholder Fingefran S.r.l., also stipulates that should the Chief Executive Officer cease to hold office early other than for just cause in accordance with the law, the latter shall be paid a gross lump sum allowance equal to:
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a) 30 (thirty) months' gross annual remuneration in the event that the office of Chief Executive Officer or the employment relationship terminate before the approval of the Company's annual financial statements as at 31 December 2025;
b) 24 (twenty-four) months' gross annual remuneration in the event that the office of Chief Executive Officer or the employment relationship terminate at the same time as or after the approval of the Company's annual financial statements as at 31 December 2025.
The gross annual remuneration includes (i) the amount of the fixed gross annual fee (GAF) by reason of the employment relationship with the Company; (ii) the amount of the fixed annual gross fee paid by reason of the office of Chief Executive Officer; (iii) the average annual amount of MBO bonuses paid by reason of the employment relationship and the position, considering what was actually received in this respect in the 36 (thirty-six) months prior to the date of termination; (iv) the corresponding value of the fringe benefit relating to the company car as shown on the pay slip.
J. Non-competition agreements
Non-competition agreements have been signed with a number of members of management, particularly those holding positions of particular importance in technical and commercial fields and where deemed appropriate for safeguarding the Company. The compensation paid for this, which is in any case of limited duration, is determined, in accordance with the applicable legislation, in relation to the temporal and territorial extension of the obligation and the damage that could result to the Company and/or the Group if the person concerned engaged in activities competing with those of the Company and/or the Group or disclosed information which (even if not expressly identified as confidential by law) could equally cause damage to the Company and/or the Group, considering the roles and responsibilities previously held by the person in question.
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Individual remuneration policies
K. Directors' remuneration
The remuneration policy provides that Directors are paid:
(i) a fixed annual remuneration resolved by the Shareholders' Meeting, in accordance with Article 2389, first paragraph of the Italian Civil Code, shared out by the Shareholders' Meeting or the Board of Directors;
(ii) a possible additional fee for participation in committees within the Board of Directors;
(iii) a possible additional fee for executive positions of various kinds held and resolved on by the Board of Directors, in response to a proposal made by the Committee, under Article 2389, paragraph 3 of the Italian Civil Code.
The Shareholders' Meeting convened on 21 April 2023 resolved to renew the Board of Directors that had expired due to completion of its term in office. The Shareholders' Meeting also resolved on the total annual remuneration pursuant to Article 2389, paragraph 1 of the Italian Civil Code. On the same date, the newly-elected Board of Directors resolved on the compensation to be granted to the Directors with special duties and on the distribution of the total annual remuneration among the various members of the management body. For the distribution of this remuneration, the Board of Directors considered the commitment required for directors' attendance of individual board committees, on the basis of the previous term of office.
With regard to the 2026 Policy, the Shareholders' Meeting, to be convened for the approval of the annual financial statements as at 31 December 2025, will also be asked to resolve on the renewal of the Board of Directors that will expire due to completion of its term in office. The Shareholders' Meeting and the Board of Directors will therefore be called upon to decide on the remuneration of the new Board of Directors and the remuneration to be paid to the Directors with special duties.
L. Remuneration of directors without special duties
The 21 April 2023 Shareholders' Meeting established a gross annual fee of €300,000.00. The breakdown of this sum was then approved by the Board of Directors on proposal of the Appointments and Remuneration Committee, as listed below:
- €270,000.00 divided equally among all directors, that is a gross amount of €30,000.00 a year for each director;
- €29,000.00 for the Committees;
- €1,000.00 for the Lead Independent Director.
In line with international best practice, directors without special duties are not entitled to a variable component of their fees (bonus).
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Each of the members of the committees (the Appointments and Remuneration Committee, the Control and Risks Committee and the Sustainability Committee) is paid a token of €500.00 for each Committee meeting attended, up to a maximum limit of €29,000.00 annually.
M. Remuneration of directors with special duties
On 21 April 2023 the Board of Directors appointed the following directors with special duties:
- 1 Chairwoman
- 2 Vice Chairs
- 1 Chief Executive Officer
The Board of Directors, having consulted the Committee and obtained the mandatory opinion of the Board of Statutory Auditors pursuant to Article 2389 of the Italian Civil Code, has allocated the following fixed remuneration per year, all inclusive and additional with respect to the remuneration received by each director referred to in the previous paragraph:
- to the Chairwoman of the Board of Directors the sum of €250,000.00 for the duties assigned to her
- to each Vice Chairman the sum of €160,000.00 for the duties assigned to them
- to the Chief Executive Officer the fixed sum of €100,000.00 for the duties assigned in addition to the MBO of €90,000 which, in the event of overachievement, may reach the amount of €105,300.00, according to the objectives established with a resolution passed by the Board of Directors in force from time to time. Such a possibility is consistent with the Company's MBO policy described below.
This resolution remains in force until the approval of the financial statements for the fiscal year ending 31 December 2025.
It is also acknowledged that on 13 November 2025, Andrea Franceschetti resigned from the position of Vice Chairman, retaining the role of director.
In anticipation of the renewal of the Board of Directors, the 2026 Policy provides for the following fees.
- to the Chairwoman of the Board of Directors the sum of €300,000 for the duties assigned to her;
- to the Vice Chairwoman the sum of €210,000 for the duties assigned to her;
- to the Chief Executive Officer the fixed sum of €100,000 for the duties assigned in addition to the MBO of €60,000 which, in the event of overachievement, may reach the amount of €110,250, according to the objectives established with a resolution passed by the Board of Directors in force from time to time. Such a possibility is consistent with the Company's MBO policy described below.
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It should be noted that the Chairwoman and the Vice Chairwoman are not recipients of MBO and LTI plans because they are directly and indirectly shareholders in Gefran S.p.A. and therefore benefit from any dividends that the Company may pay and the value of its share.
For the purposes of the 2026 Policy, the MBO targets of the Chief Executive Officer have been approved by the Board of Directors, subject to the favourable opinion of the Appointments and Remuneration Committee, as follows:
- Net profit of Gefran S.p.A.
- Gefran Group NWC on market revenues
- Sustainability Plan Progress
- Evolution of Solutions Business
- Progress of the M&A dossier
Therefore, the individual scheme includes objectives related to sustainability, defined as the ability to generate and maintain value for all stakeholders in the medium-long term, as well as to management and the mitigation of operating risks.
Please note that the Chief Executive Officer is also the General Manager of the Company and, in this role, receives a fixed gross annual fee (GAF), a dedicated MBO plan and a three-year LTI plan, and is bound by a non-competition agreement.
N. Remuneration of the Board of Statutory Auditors
The Shareholders' Meeting of 23 April 2024 approved the renewal of the supervisory body which, at the date of this Report, consists of:
Chairman: Giorgio Alberti
Standing auditors: Roberta dell'Apa, Luisa Anselmi
Deputy auditors: Simona Bonomelli, Simonetta Ciocchi
The remuneration for the entire duration of the assignment – approved by the Shareholders' Meeting on 23 April 2024 – provides for an annual compensation of €35,000.00 for the Chairman and €24,000.00 for each Standing Auditor, in addition to the reimbursement of the expenses incurred for carrying out their assignment.
The remuneration of Statutory Auditors is commensurate with the commitment required, the importance of the position held, as well as the size of the Company and the sector in which it operates, in such a way as to guarantee their role of independence with full autonomy.
As in the case of the Directors, there is also a D&O (Directors & Officers) Liability insurance
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policy covering Statutory Auditors.
O. Remuneration of General Managers and other Executives with strategic responsibility
At the date of this Report, the persons responsible for the following functions are Executives with strategic responsibilities, whose role is believed to include the definition of Executives with strategic responsibilities. The name of the person currently in office is shown for each function.
General Management: Marcello Perini
Technical Department: Marco Svara
Administration, Finance and Control Department: Paolo Beccaria
Sensors Operating Unit Department: Piero Tempini
Components Operating Unit Department: Gianluigi GrittiPeople & Organization Department
Sales Department
Compared to the previous report, in 2025 (i) Patrizia Belotti, who previously held the position of Chief People & Organisation Officer and (ii) Karsten Just, who held the position of Chief Sales Officer, left the Group.
The remuneration policy for General Managers or Executives with strategic responsibility is intended to attract and retain professionals with the skills required to successfully pursue the Group's objectives, as well as motivating them and giving them an incentive to remain with the Company. In addition, it aims to align the interests of management with those of shareholders, also through a double focus on short-term results and long-term results, thereby increasing the Group's value in a sustainable manner.
The criteria for granting the variable portion of remuneration are described above.
It is the Committee's view that the policy described above is in line with the approach followed in 2025 as regards the remuneration of directors and executives with strategic responsibility.
In view of the above, by voting in favour of Section I - 2026 Policy, the above is confirmed.
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SECTION II - Report on compensation paid for 2025
A. 2025 business results
Key business results are described in the Annual financial report available at https://www.gefran.com/invest-in-gefran/#finance.
B. 2025 Remuneration
Below is a summary of the information relating to remuneration in the fiscal year 2025, calculated in compliance with the remuneration policies approved, with reference to the recipients of the Policy. In particular, where performance objectives were assigned, the levels of performance achieved are shown in comparison with those envisaged, with a view to ensuring full accountability to the market regarding ex-post application of the performance objectives set out in the policy.
It should be noted that during the fiscal year 2025 there were no exceptions to the remuneration policy, in accordance with the decision taken by the Shareholders' Meeting on 21 April 2023. Regard was also had to the unfavourable vote of minority shareholders and, in this sense, on the basis of the information available, the Report was reviewed to improve its transparency.
Details of the final figures are provided in Table 1 – Statement of compensation paid to the members of management and control bodies, general managers and other executives with strategic responsibilities, to which reference is made.
Table 1 shows everyone who held positions during the fiscal year 2025, even if for a fraction of the year. The remuneration shown in the Table is indicated by name for directors, statutory auditors and the General Manager and in aggregate form for executives with strategic responsibilities.
C. Remuneration of the Board of Directors
Within the Board of Directors appointed on 21 April 2023, it is possible to distinguish between:
a) Directors with special duties: Maria Chiara Franceschetti (Chairwoman), Andrea Franceschetti (Vice Chairman), Giovanna Franceschetti (Vice Chairwoman) and Marcello Perini (Chief Executive Officer);
b) Directors without special duties: Alessandra Maraffini, Enrico Zampedri, Cristina Mollis, Giorgio Metta and Luigi Franceschetti.
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It is also acknowledged that on 13 November 2025, Andrea Franceschetti resigned from the position of Vice Chairman and Chief Executive Officer of Gefran S.p.A.. The outgoing Vice Chairman was entitled to a gross annual fixed remuneration for the position of €160,000.00, determined by the Board of Directors on 21 April 2023, which was received pro rata until the date of resignation from office. It should be noted that no payment beyond the agreed remuneration up to the date of termination derived from such termination.
For more information, see the Report on Corporate Governance and Ownership Structure.
(i) Remuneration of Directors without special duties
At the Gefran Shareholders' Meeting held on 21 April 2023 to appoint the Board of Directors, the shareholders approved an overall remuneration package for the directors pursuant to Article 2389, paragraph 1, of the Italian Civil Code, and assigned the Board of Directors the task of allocating it.
The Shareholders' Meeting approved, in line with the previous term of office, an overall gross annual remuneration package of €300,000.00, allocated as follows by the Board of Directors, on the Appointments and Remuneration Committee's proposal:
- €270,000.00 divided equally among all the directors, that is a gross amount of €30,000 a year for each director;
- €29,000.00 for the Committees;
- €1,000.00 for the Lead Independent Director.
The sum of €17,000 was paid during the fiscal year 2025, compared with the sum of €29,000 available to the Committees, as a result of attending meetings of these committees.
Remuneration for the members of the Board of Directors, including those who are also members of board committees, was therefore determined following the procedures defined and described in the policy in force.
Non-executive directors therefore received in 2025 a fixed remuneration of €150,000.00 and, in line with the best practices, they were not recipients of any type of variable remuneration linked to the achievement of objectives or incentive plans based on financial instruments.
(ii) Remuneration of Directors with special duties
In the fiscal year 2025, directors with special duties received the following all-inclusive, fixed fees per fiscal year, plus the fee of €30,000.00 paid to each director, depending on the specific powers granted to them:
- The Chairwoman of the Board of Directors Maria Chiara Franceschetti was granted the sum of €250,000.00;
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- The Vice Chairman Andrea Franceschetti was granted the sum of €160,000.00 (received pro rata up to the date of termination of office);
- The Vice Chairwoman Giovanna Franceschetti was granted the sum of €160,000.00;
Therefore, the executive members (except for the Chief Executive Officer) of the Board of Directors received a fixed remuneration equal to €548,526 in 2025, and were not recipients of MBO and LTI plans.
D. Remuneration of the Chief Executive Officer
(i) Remuneration of the Chief Executive Officer
The Chief Executive Officer, Marcello Perini, received the following remuneration during 2025 in addition to the €30,000.00 remuneration received by each director:
- the sum of €100,000 for the duties assigned.
- The MBO of €87,300 against the sum of €90,000 provided for the achievement of 100% of the objectives.
With the exception of the agreement with the Chief Executive Officer described above, there were no agreements between the Company and the members of the Board of Directors providing for indemnities in the event of resignation or dismissal/revocation without just cause or termination as a result of a takeover bid.
No indemnities and/or other benefits were granted for resignation of office or termination of employment during the fiscal year, as no such events occurred. Similarly, there were no episodes of ex-post correction mechanisms of the variable component (malus or claw-back repayment of variable components), nor were any exceptions made to the Policy.
It should be noted that the Chief Executive Officer is also a company employee.
(ii) Remuneration of the General Manager
The General Manager Marcello Perini received:
- Fixed fee (GAF, non-competition agreement, non-monetary benefits): €239,288.95
- MBO 2025: €54,143.51 (€60,000 provided for the achievement of 100% of the objectives)
- LTI plan 2023-2025: €122,000 (€180,000 provided for the achievement of 100% of the objectives)
The variable component accounted for 37% of total remuneration.
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E. Remuneration of the Board of Statutory Auditors
The compensation accrued by the Board of Statutory Auditors in 2025 is shown in Table I, attached to this Report.
F. Remuneration of executives with strategic responsibility
The remuneration of the following executives with strategic responsibility is reported at an aggregate level in the table below, and is in line with the 2025 Policy.
The data shown in the aggregate table refer to the following executives with strategic responsibility identified in the fiscal year 2025:
- Paolo Beccaria (Chief Financial Officer)
- Patrizia Belotti (Chief People & Organisation Officer) – until 30 September 2025
- Karsten Just (Chief Sales Officer) – until 19 November 2025
- Marco Svara (Chief Technology Officer)
- Gianluigi Gritti (Chief Operation Officer)
- Piero Tempini (Sensors Unit Director)
The compensation accrued in 2025 is shown in Table I, attached to this Report.
In the year 2025, the fixed component accounted for an average of 31% of total remuneration.
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TABLE 1: Compensation paid to directors and auditors, general managers and other executives with strategic responsibility - 2025 -
| First name and surname | Office | Period for which the position was held | Expiry of office | Fixed compensation | Compensation for sitting on committees | Variable non-equity compensation | Non-monetary benefits (2) | Other compensation | Total | Fair value of equity remuneration | Severance indemnity for end of office or termination of employment | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Bonuses and other incentives (1) | Profit sharing | |||||||||||
| Maria Chiara Franceschetti | Chairwoman | Entire period | Approval of the financial statements as at 31/12/2025 | |||||||||
| Compensation at the reporting entity | €280,000.00 | € - | € - | € - | €17,452.73 | € - | €297,452.73 | € - | € - | |||
| Compensation from subsidiaries and affiliates | €19,250.00 | € - | € - | € - | € - | € - | €19,250.00 | € - | € - | |||
| Total | €299,250,00 | € - | € - | € - | €17,452.73 | € - | €316,702.73 | € - | € - | |||
| Andrea Franceschetti | Executive Director | Entire period | Approval of the financial statements as at 31/12/2025 | |||||||||
| Compensation at the reporting entity | €138,958.90 | € - | € - | € - | €19,072.88 | € - | €158,031.48 | € - | € - | |||
| Compensation from subsidiaries and affiliates | €12,000.00 | € - | € - | € - | € - | € - | €12,000.00 | € - | € - | |||
| Total | €150,958.90 | € - | € - | € - | €19,072.88 | € - | €170,031.48 | € - | € - | |||
| Giovanna Franceschetti | Executive Director | Entire period | Approval of the financial statements as at 31/12/2025 | |||||||||
| Compensation at the reporting entity | €190,000.00 | €1,000.00 | € - | € - | €15,182.14 | €20,000.00 | €226,182.14 | € - | € - | |||
| Compensation from subsidiaries and affiliates | € 21,000.00 | € - | € - | € - | € - | € - | € 21,000.00 | € - | € - | |||
| Total | €211,000.00 | €1,000.00 | € - | € - | €15,182.14 | €20,000.00 | €247,182.14 | € - | € - |
(1) The variable incentives of a monetary nature pertaining to the year 2025, already calculated on the basis of effective results and paid in the first quarter of 2026, are listed here.
(2) These include, in addition to a company car, FASI and ASSIDIM medical insurance, accident insurance and life insurance and protected license.
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| Perini Marcello | Chief Executive Officer/General Manager | Entire Period | Approval of the financial statements as at 31/12/2025 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Compensation at the reporting entity | €355,435.35 | €1,000.00 | €263,443.51 | € - | €13,853.95 | € - | €633,732.81 | € - | € - | |||
| Compensation from subsidiaries and affiliates | €13,250.00 | € - | € - | € - | € - | € - | €13,250.00 | € - | € - | |||
| Total | €368,685.35 | €1,000.00 | €263,443.51 | € - | €13,853.95 | € - | €646,982.81 | € - | € - | |||
| Alessandra Maraffini | Director | Entire Period | Approval of the financial statements as at 31/12/2025 | |||||||||
| Compensation at the reporting entity | €30,000.00 | €3,500.00 | € - | € - | € - | € - | €33,500.00 | € - | € - | |||
| Compensation from subsidiaries and affiliates | € - | € - | € - | € - | € - | € - | € - | € - | € - | |||
| Total | €30,000.00 | €3,500.00 | € - | € - | € - | € - | €33,500.00 | € - | € - | |||
| Enrico Zampedri | Director | Entire Period | Approval of the financial statements as at 31/12/2025 | |||||||||
| Compensation at the reporting entity | €30,000.00 | €4,000.00 | € - | € - | € - | € - | €34,000.00 | € - | € - | |||
| Compensation from subsidiaries and affiliates | € - | € - | € - | € - | € - | € - | € - | € - | € - | |||
| Total | €30,000.00 | €4,000.00 | € - | € - | € - | € - | €34,000.00 | € - | € - | |||
| Giorgio Metta | Director | Entire period | Approval of the financial statements as at 31/12/2025 | |||||||||
| Compensation at the reporting entity | €30,000.00 | €1,500.00 | € - | € - | € - | € - | €31,500 | € - | € - | |||
| Compensation from subsidiaries and affiliates | € - | € - | € - | € - | € - | € - | € - | € - | € - | |||
| Total | €30,000.00 | €1,500.00 | € - | € - | € - | € - | €31,500 | € - | € - | |||
| Cristina Mollis | Director | Entire period | Approval of the financial statements as at 31/12/2025 | |||||||||
| Compensation at the reporting entity | €30,000.00 | € 2,000.00 | € - | € - | € - | €1,000.00 (3) | €33,000.00 | € - | € - | |||
| Compensation from subsidiaries and affiliates | € - | € - | € - | € - | € - | € - | € - | € - | € - | |||
| Total | €30,000.00 | € 2,000.00 | € - | € - | € - | €1,000.00 | €33,000.00 | € - | € - |
(3) It corresponds to the amount received in 2025 due to the appointment as Lead Independent Director (LID).
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| Luigi Franceschetti | Director | Entire Period | Approval of the financial statements as at 31/12/2025 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Compensation at the reporting entity | €30,000.00 | €3,000.00 | € - | € - | € - | € - | €33,000.00 | € - | € - | |||
| Compensation from subsidiaries and affiliates | € - | € - | € - | € - | € - | € - | € - | € - | € - | |||
| Total | €30,000.00 | €3,000.00 | € - | € - | € - | € - | €33,000.00 | € - | € - | |||
| Executives with strategic responsibility | Year 2025 | / | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Compensation at the reporting entity | €949,916.37 | € - | €535,625.00 | € - | €78,420.21 | € - | €1,563,961.58 | € - | € - | |||
| Compensation from subsidiaries and affiliates | € | € - | € - | € - | € - | € - | € - | € - | € - | |||
| Total | €949,916.37 | € - | €535,625.00 | € - | €78,420.21 | € - | €1,563,961.58 | € - | € - | |||
| Giorgio Alberti | Chairman of the Board of Statutory Auditors | Entire period | Approval of the financial statements as at 31/12/2026 | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Compensation at the reporting entity | €35,000 | € - | € - | € - | € - | € - | €35,000 | € - | € - | |||
| Compensation from subsidiaries and affiliates | € - | € - | € - | € - | € - | € - | € - | € - | € - | |||
| Total | €35,000 | € - | € - | € - | € - | € - | €35,000 | € - | € - | |||
| Roberta dell'Apa | Standing Auditor | Entire period | Approval of the financial statements as at 31/12/2026 | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Compensation at the reporting entity | €24,000 | € - | € - | € - | € - | € - | €24,000 | € - | € - | |||
| Compensation from subsidiaries and affiliates | € - | € - | € - | € - | € - | € - | € - | € - | € - | |||
| Total | €24,000 | € - | € - | € - | € - | € - | €24,000 | € - | € - | |||
| Luisa Anselmi | Standing Auditor | Entire period | Approval of the financial statements as at 31/12/2026 | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Compensation at the reporting entity | €24,000 | € - | € - | € - | € - | € - | €24,000 | € - | € - | |||
| Compensation from subsidiaries and affiliates | € - | € - | € - | € - | € - | € - | € - | € - | € - | |||
| Total | €24,000 | € - | € - | € - | € - | € - | €24,000 | € - | € - |
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TABLE 3B: Monetary incentive schemes for directors, general managers and other executives with strategic responsibility - 2025
The table below shows the monetary incentive schemes in favour of directors and other executives with strategic responsibility of the Company.
| Name and surname | Office | Scheme | Bonus for the year (1) | Bonus from previous years | Other bonuses | ||||
|---|---|---|---|---|---|---|---|---|---|
| Perini Marcello | Chief Executive Officer | A | Payable/Paid | Deferred | Reference period | No longer payable | Payable/Paid | Still deferred | |
| (I) Compensation at the reporting entity | Scheme A | €141,443.51 | 2025 | €122,000 | |||||
| (II) Compensation from subsidiaries and affiliates | Scheme A | ||||||||
| Executives with strategic responsibility | A | Payable/Paid | Deferred | Reference period | No longer payable | Payable/Paid | Still deferred | ||
| (I) Compensation at the reporting entity | Scheme A | €440,000 | 2025 | €95,625 |
1 The compensation pertaining to 2025 is indicated here, which will be settled during the first quarter of 2026 as it is not subject to further conditions.
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GEFRAN
BEYOND TECHNOLOGY
SCHEDULE 7-TER Information about the shareholdings of members of the Board of Directors and the Board of Statutory Auditors, general managers and other executives with strategic responsibility.
TABLE 1: Shareholdings held by directors, auditors and general managers
Maria Chiara Franceschetti personally holds 74,056 shares.
Giovanna Franceschetti personally holds 58,185 shares.
Andrea Franceschetti personally holds 29,605 shares.
7,634,522 shares are indirectly owned thereby through the control of Fingefran S.r.l., which owns these shares.
Please note that Maria Chiara Franceschetti, Giovanna Franceschetti and Andrea Franceschetti hold voting rights over 100% of Fingefran S.r.l.'s share capital in undivided ownership.
| Name and surname | Office | Subsidiary | No. of shares at 31/12/2024 | No. of shares purchased | No. of shares sold | No. of shares at 31/12/2025 |
|---|---|---|---|---|---|---|
| Maria Chiara Franceschetti | (Chairwoman) | GEFRAN S.P.A. | 85,556* | - | - | 85,556* |
| Giovanna Franceschetti | (Vice Chairwoman) | GEFRAN S.P.A. | 56,685** | 3,000 | - | 59,685** |
| Andrea Franceschetti | GEFRAN S.P.A. | 29,605 | - | - | 29,605 | |
| Maria Chiara, Giovanna, Andrea Franceschetti in undivided ownership | (Chairwoman, Vice Chairs) | GEFRAN S.P.A. | 7,634,522 | - | - | 7,634,522 |
| Luigi Franceschetti | Director | GEFRAN S.P.A. | 181,446 | - | 60,802 | 120,644 |
- of which 10,000 held by her spouse, 1,500 held by her descendants
** of which 1,500 held by her spouse
GEFRAN
BEYOND TECHNOLOGY
TABLE 2: Shareholdings of other executives with strategic responsibility
| Number of executives with strategic responsibility | Subsidiary | No. of shares at 31/12/2024 | No. of shares purchased | No. of shares sold | No. of shares at 31/12/2025 |
|---|---|---|---|---|---|
| GEFRAN S.P.A. | 1,500 | - | - | 1,500 |
Provaglio d'Iseo, 12 March 2026
For the Board of Directors
Chairwoman
Maria Chiara Franceschetti
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