Giglio.Com — Remuneration Information 2021

May 31, 2021

GIGLIO GROUP S.p.A.

2020 ANNUAL REPORT ON THE REMUNERATION POLICY AND ON THE REMUNERATIONS PAID

pursuant to Art. 123-ter of the Consolidated Financial Act and 84-quater of the Issuers' Regulation

Issuer: Giglio Group S.p.A.

Website: https://www.giglio.org

Date of approval of the Report: 28 May 2021

INDEX

		INTRODUCTION6
		SECTION I8
1.		BODIES INVOLVED IN THE PREPARATION, APPROVAL, EXECUTION AND EVENTUAL REVISION OF THE REMUNERATION POLICY9
2.		APPOINTMENTS AND REMUNERATION COMMITTEE 11
	2.1	Composition and Operating Procedures of the Appointments Remuneration Committee (pursuant to Art. 123-bis, paragraph 2, letter d) of the Consolidated Act)11	and
	2.2	Competence of the Appointments and Remuneration Committee 12
3.		THE REMUNERATION POLICY14
	3.1	Policies and Objectives 14
	A.	Remuneration for the Office of Director16
	B.	Remuneration Policy for Non-Executive Directors17
	C.	Remuneration Policy for Executive Directors 17
	D.	Remuneration Policy for Senior Executives 18
	E.	Short- and Medium/Long-term Variable Component Remuneration Policy for Executive Directors and Senior Executives19
	3.2	Executive Directors and Senior Executives' Remuneration Plans Based on Financial Instruments21
	3.3	Non-Monetary Benefits26
	3.4	Clauses for Holding Financial Instruments in the Portfolio 27
	3.5	Applicable Treatments in the Event of Termination of Office or of Employment Relationship 27
	3.6	Social Security or Pension Coverage 27
	3.7	Policy Regarding Independent Directors, the Participation to Committees and the Undertaking of Specific Responsibilities 28
	3.8	Benchmarks Used for the Definition of the Remuneration Policy28
	3.9	Board of Statutory Auditors' Remuneration28
	3.10	Exceptional Circumstances 29
	SECTION II	31
		FIRST PART31
1.		BOARD OF DIRECTORS' REMUNERATION31
2.		SENIOR EXECUTIVES' REMUNERATION 36
3.		BOARD OF STATUTORY AUDITORS' REMUNERATION 36
4.		SENIOR EXECUTIVES' REMUNERATION 36
	SECTION II	37
		SECOND PART37

TABLE 1 (model 7-bis): Remuneration Awarded to the Senior Executives, the Board of Statutory Auditors, to the General Manager and to Other Managers with Strategic Responsibilities 37
TABLE 2 (model 7-bis): Stock Options Awarded to the Members of the Board of Directors, the Board of Statutory Auditors, to the General Manager and to Other Senior Executives42
TABLE 3B (schedule 7-bis): Incentive Plans for Members of the Board of Directors, the Board of Statutory Auditors, for the General Manager and for Other Senior Executives 48
TABLE 1 (schedule 7-ter): Investments in associates of Members of the Board of Directors, the Board of Statutory Auditors, of the General Manager in the Company and in its Subsidiaries50
TABLE 2 (schedule 7-ter): Investments in associates of Other Senior Executives in the Company and its Subsidiaries50

GLOSSARY Shareholders' Meeting: The Shareholders' Meeting of the Issuer

Shares: The Company's ordinary shares, listed on the MTA-STAR segment.

Borsa Italiana: Borsa Italiana S.p.A.

Corporate Governance Code: the self-regulatory code for listed companies approved on January 2020 by the Corporate Governance Committee and promoted by Borsa Italiana, Abi, Ania, Assogestioni, Assonime and Confindustria, available to the public on the Website of the Corporate Governance Committee at http://www.borsaitaliana.it/comitato-corporategovernance/codice/codice.htm¹ .

Italian Civil Code: the Italian Civil Code.

Board of Statutory Auditors: the Issuer's Board of Statutory Auditors.

Appointments and Remuneration Committee or Committee: the committee for remuneration and appointments constituted within the Company's Board of Directors.

Board of Directors: the Issuer's Board of Directors.

Grant Date: 15 May 2021, date in which the Board of Directors identified the beneficiaries of the Stock Option Plan 2021-2028 and determined the number of Options to be granted to each one of them.

EBITDA: the algebraic sum of the following items, for every financial year, on the basis of the results of the Company's annual consolidated financial statement drafter pursuant to IAS/IFRS standards and certified without qualifications:

• 1. (+) Revenues from sales and services;
• 1. (+) Other revenues;
• 1. (+/-) Change in inventories;
• 1. (-) Production costs;
• 1. (+) Amortization, depreciation & write-downs;
• 1. (+) Provisions for liabilities;
• 1. (+) Other provisions;
• 1. (+) Non-recurring costs.

Issuer or Giglio Group or Company: Giglio Group S.p.A.

Fiscal Year 2020: the fiscal year closed at 31 December 2020.

Fiscal Year 2021: the fiscal year closed at 31 December 2021.

Group: the group headed by Giglio Group.

Borsa Instructions: instructions for the regulation of the markets organised and managed by Borsa Italiana S.p.A.

Options: the right granted to beneficiaries of the Stock Option Plan 2021-2028 to subscribe or purchase any Share in accordance with all terms and conditions set forth in the Plan. Any Option gives the right to subscribe or purchase one Share.

Stock Option Plan 2021-2028 or Plan: the compensation plan based on the assignment of Options (stock options) for the subscription or purchase of Shares, aimed at the executive directors and at some of the senior executives of the Group, submitted for approval to the Shareholders' Meeting on 21 June 2021, pursuant to Art. 114-bis of the Consolidated Act and Art. 84-bis of the Issuers Regulation.

Industrial Plan: the industrial plan for years 2021-2024, approved by the Board of Directors on 03 March 2021.

LTI Plan 2021-2024: the medium/long-term incentive plan aimed at the executive directors and the senior executives for 2021-2024, as adopted by the Board of Directors on 28 May 2021.

MBO Plan: the short-term incentive plan aimed at the executive directors and the senior executives for 2021, as adopted by the Board of Directors on 28 May 2021.

Borsa Regulation: the regulation of the markets organised and managed by Borsa Italiana S.p.A.

Issuers Regulation: the regulation issued by Consob with resolution no. 11971 of 1999 (as amended) regarding the regulation of issuers.

Report: this remuneration report, pursuant to Art. 123-ter of the Consolidated Financial Act and 84-quater of the Issuers' Regulation.

Consolidated Financial Act (CFA): the Legislative Decree no. 58 of 24 February 1998 (Consolidated Financial Act), as amended and integrated.

INTRODUCTION

This Report, approved on 28 May 2021 by the Board of Directors, with the favourable opinion of the Appointments and Remuneration Committee, was drafted pursuant to Art. 123 ter of the CFA and Art. 84-quater of the Issuers Regulation, as well as to Annex 3A, model 7 bis of the same Regulation.

The Report is composed of two sections:

• 1) Section I shows (i) the remuneration policy for the members of the Board of Directors, the general managers and the senior executives and, notwithstanding the provisions set forth in Art. 2402 of the Italian Civil Code, also of the members of the Board of Statutory Auditors, adopted by the Company with regard to Fiscal Year 2021 (the "Remuneration Policy" or "Policy") and applicable until the adoption of a new remuneration policy, and (ii) the procedures used for the adoption, review and implementation of said remuneration policy, hereby including those measures aimed at avoiding or managing any potential conflict of interest;
• 2) Section II, with regard to the remuneration of Board members and Auditors and, in aggregated form, to the remuneration of senior executives (as described below)² :
  • Shall provide an adequate, clear and comprehensible representation of each item of the remuneration, hereby including the treatments provided for office termination or termination of employment relationship, highlighting their conformity with the Policy adopted for the reference year;
  • Shall describe in detail the remuneration disbursed in 2020, for any reason and in any form, by the Company and its subsidiaries and partners;
  • Shall describe how the Company took into consideration the vote expressed on the previous year on Section II of the Report.

² Pursuant to Annex 3A, model 7-bis of the Issuers Regulation, being Giglio Group a "minor size company" pursuant to Art. 3, par. 1, letter f) of the Related-Parties Regulation (as defined below), it shall provide: (i) information on the remuneration allocated to senior executives (different than general managers, if present), in aggregated form; and (ii) information on any agreement that provides for indemnities in the event of early termination of employment, but only with regard to executive directors and the Chairman of the Board of Directors.

Pursuant to Art. 84-quater, par. 2 and 4 of the Issuers Regulation, Section II also shows, in specific tables, (i) the data regarding the financial instruments allocated for the implementation of the plans approved pursuant to Art. 114-bis of the CFA, as well as, (ii) the data regarding the investments held in the Company and its subsidiaries - by members of the board of directors, statutory auditors and senior executives, as well as spouses not legally separated and minor children, directly or through subsidiary or trust or nominee companies, as resulting from the shareholder register, from the communications received and from other information acquired from the same members of the boards of directors, statutory auditors and senior executives.

For the purposes of this Report, the following are noted.

• a. The Board of Directors was appointed by the Shareholders' Meeting on 11 May 2018, when the number of members was set to seven and the term of office was set at the approval of the Financial Statements as of 31 December 2020; as of 31 December 2019, the Board of Directors was thus comprised of: Alessandro Giglio (Chairman and CEO), Massimo Mancini (Vice-Chairman and General Manager), Anna Maria Lezzi (Executive Director), Yue Zhao (Non-Executive Director), Giorgio Mosci (Independent Director) Silvia Olivotto (Independent Director) and Carlo Micchi (Independent Director)³ .
• b. On 23 April 2020, following the resignation of Massimo Mancini and Carlo Micchi and for the purpose of maintaining the most efficient and operational structure possible, also given the Group's business focus and the recent streamlining of its structure, the Shareholders' Meeting resolved to reduced the number of members of the Board of Directors from seven to five.
• c. On 15 May 2020, following the resignation of non-executive director Yue Zhao, the Board of Directors co-opted Francesco Gesualdi, qualified as independent director.
• d. On 23 July 2020, following the resignation of independent director Giorgio Mosci, the Board of Directors co-opted Marco Riccardo Belloni as director and CEO of the Company, at the same time appointing Anna Maria Lezzi as Vice-Chairwoman.
• e. On 12 November 2020, the Shareholders' Meeting confirmed the appointments of directors Marco Riccardo Belloni and Francesco Gesualdi and, subsequently, the Board of Directors confirmed the powers of the CEO.
• f. At the reporting date, the Board of Directors is composed of 5 members: Giglio Alessandro (Chairman), Lezzi Anna Maria (Vice-Chairwoman), Olivotto Silvia and Francesco Gesualdi as independent directors and Marco Riccardo Belloni as CEO.

It is noted that directors Silvia Olivotto and Carlo Micchi have been co-opted by the Board of Directors and subsequently confirmed by the Shareholders' Meeting on 30 April 2019 in substitution of resigning directors Carlo Frigato and Graziella Cappellini, who resigned on 21 December 2018 and 25 January 2019 respectively.

• g. The Board of Statutory Auditors has been appointed by the Shareholders' Meeting on 11 May 2018 and shall remain in charge until the approval of 2020 Financial Statements. As of 31 December 2020 and at the reporting date, the Board of Statutory Auditors was composed of Cristian Tundo (Chairman), Monica Mannino (statutory auditor), Marco Andrea Centore (statutory auditor), Cristina Quarleri (alternate auditor) and Stefano Mattioli (alternate auditor).
• h. With regard to 2020, the following directors were defined as senior executives, in accordance to the definition included in the Regulation on Related-Party Transactions adopted by Consob with resolution no. 17221 on 12 March 2010 ("RPT Procedure"):
  • i. Massimo Mancini, general manager (until 30 April 2020) and managing director (until 21 March 2020);
  • ii. Carlo Micchi, Financial Reporting Officer and Chief Financial Officer;
  • iii. Marco Riccardo Belloni, CEO (from 23 July 2020);
  • iv. Alessandro Santamaria, Digital Area Executive Officer; and
  • v. Antonio Lembo, Chief Technology Officer of the Group.

With regard to 2021, at the reporting date, the following senior executives were identified:

• i. Marco Riccardo Belloni, CEO;
• ii. Carlo Micchi, Financial Reporting Officer and Chief Financial Officer;
• iii. Antonio Lembo, Chief Technology Officer of the Group (until 15 March 2021).

SECTION I

1. BODIES INVOLVED IN THE PREPARATION, APPROVAL, EXECUTION AND EVENTUAL REVISION OF THE REMUNERATION POLICY

In accordance with the recommendations contained in the Corporate Governance Code adopted by the Company, the Remuneration Policy of Giglio Group shall be approved and defined by the Board of Directors, with the support of the Appointments and Remuneration Committee.

The definition of the remuneration policy is a clear and transparent process, in which the Shareholders' Meeting, the Board of Directors, the Appointments and Remuneration Committee and the Board of Statutory Directors play a central role.

On 15 March 2021, the Board of Directors adopted the Procedure for the adoption of the Remuneration Policy. The process leading to the adoption of the Policy by the Board of Directors is thus structured:

• a.The relevant company functions shall prepare, with the eventual support of external consultants, a draft of the Policy, making sure that it is pursuant to the Principles of corporate governance mentioned in the Recitals before submitting it to the Board of Directors;
• b. The Board of Directors shall receive an opinion from the Committee on the part of the Policy concerning the remuneration of executive directors and of other directors vested with specific powers, as well as the definition of performance objectives related to the variable component of said remuneration;
• c.The Board of Directors, taking into account the opinion expressed by the Committee, shall assess and approve the Remuneration Policy, publishing it and submitting it to the vote of the Shareholders' Meeting, pursuant to Art. 123 of the CFA.

The implementation of the Remuneration Policy, in compliance with the principles and guidelines defined in it, is delegated to:

• The Board of Directors, supported by the Appointments and Remuneration Committee and with the prior consent of the Board of Statutory Auditors, with regard to the remuneration of executive directors or directors vested with particular powers within the Company; and
• The Chief Executive Officer, who shall make use of the Human Resources Department, with regard to senior executives.

(a) Shareholders' Meeting

As far as remunerations are concerned, the Shareholders' Meeting shall:

• Determine, upon appointment, the remuneration of the members of the Board of directors (also through the determination of an overall fixed amount, pursuant to Art. 2389, par. 3 of the Italian Civil Code) and of the Board of Statutory Directors, pursuant to Art. 2364, par. 1, no. 3) of the Italian Civil Code;

• pursuant to Art. 123-ter, par. 3 and 3-bis of the Consolidated Act, bindingly resolve on the first section of this Report, which describes the remuneration policy of the members of the administrative bodies, of the general managers and of other senior executives, as defined by the Board of Directors (possibly with the support of the Appointments and Remuneration Committee),
• pursuant to Art. 123-ter, par. 6 of the Consolidated Act, non-bindingly resolves in favour or against about the second section of the Report, which provides an adequate representation of each item composing the remuneration, showing analytically the remunerations paid in 2020; and
• Resolve on any eventual compensation plans based on shares or on the grant of financial instruments for members of the Board of Directors, employees or collaborators, including therein the senior executives, pursuant to Art. 114-bis of the Consolidated Act.

(b) Board of Directors

As far as the Remuneration Policy is concerned, the Board of Directors shall:

• Constitute within the same Board an Appointments and Remuneration Committee;
• Define the remuneration of directors and senior executives and set the performance objectives related to the variable component of the remuneration;
• Receive the opinion of the Appointments and Remuneration Committee with regard to the remuneration of executive directors or directors vested with specific powers and to the performance objectives mentioned before;
• Taking into account also the opinion of the Committee and of the Board of Statutory Auditors with regard to the remuneration of executive directors or of directors vested with specific powers, it shall assess and approve the Remuneration Policy before publishing it and submitting it to the vote of the Shareholders' Meeting pursuant to Art. 123-ter o the CFA and to Art. 84 quater of the Issuers Regulation;
• Draft remuneration plans based on shares or other financial instruments and submit them to the approval of the Shareholders' Meeting pursuant to Art. 114-bis of the Consolidated Act.

(c) Board of Statutory Auditors

As far as the remuneration policy is concerned, the Board of Statutory Auditors shall carry out an advisory role in the context of which it shall formulates the opinions set forth in the applicable law, expressing, specifically, its opinion with regard to the remuneration proposals of the executive directors and, more generally, of those directors vested with particular authorities, as set forth in Art. 2389, par. 3 of the Italian Civil Code;

(d) Appointments and Remuneration Committee

The remuneration policies for executive directors, directors vested with specific powers and senior executives, both in their fixed and variable part, shall be elaborated by the Board of Directors of the Company upon the proposal of the relevant company functions and after hearing the opinion of the Board of Statutory Auditors and - limited to the remuneration of executive directors or directors vested with specific powers - also of the Appointments and Remuneration Committee. For more information on the competence and functions of the Appointments and Remuneration Committee, see the following paragraph 2. It is noted that, over the course of 2021, the Board of Directors resolved to adhere to the "new" Corporate Governance Code for Listed Companies of January 2020. Taking into account the fact that the administrative body of the Company is currently being renewed, the Board of Directors referred the adoption of a new regulation for the Appointments and Remuneration Committee (more in line with the new Corporate Governance Code) to the Committee that shall be appointed.

2. APPOINTMENTS AND REMUNERATION COMMITTEE

2.1 Composition and Operating Procedures of the Appointments and Remuneration Committee (pursuant to Art. 123-bis, paragraph 2, letter d) of the Consolidated Act)

At the reporting date, the Appointments and Remuneration Committee, which supported the Board of Directors in the elaboration of the Remuneration Policy, is composed of two nonexecutive independent directors in the persons of: Francesco Gesualdi as Chairman, and Silvia Olivotto.

The members of the Appointments and Remuneration Committee shall remain in office for the whole duration of their office as directors, without prejudice to the power of the Board of Directors to revoke or replace them. The Appointments and Remuneration Committee uses its own internal regulation, which governs its composition and appointment, its operating procedures, its tasks, its powers and its means. As mentioned before, taking into account the fact that the administrative body of the Company is currently being renewed, the Board of Directors referred the adoption of a new regulation for the Appointments and Remuneration Committee (more in line with the new Corporate Governance Code recently adopted) to the Committee that shall be appointed.

As of now, the Committee's meetings shall be chaired by the Chairman or, in the event of its absence or unavailability, by the most senior member present. The Chairman of the Appointments and Remuneration Committee shall program and coordinate the activities of the Committee, represent it, chair and conduct its meeting, as well as inform the Board of Directors of the resolutions adopted and of the activities carried on by the Committee at the first relevant meeting.

The Committee's meetings are attended by the Chairman of the Board of Statutory Auditors or by a standing statutory auditor delegated in its place; furthermore, upon invitation from the Committee's Chairman, the Chairman of the Board of Directors, the CEO as well as other

parties can participate too, in order to provide information and competency assessments with reference to the individual items on the agenda.

Any document regarding the agenda of each Committee's meeting shall be communicated by the Secretary via e-mail to the addresses provided by the members of the Committee, as well as via any other mean agreed upon at least three days before the meeting's date, save in exceptional cases.

The Committee shall be validly summoned in the presence of at least the majority of its components in office, and shall take its resolutions by an absolute majority of those presents. In the event of a tied vote, the vote of the Committee's Chairman/woman shall prevail. The Secretary shall keep the minutes of every meeting. The minutes shall be signed by the Chairman/woman of the meeting and by the Secretary, and shall be made available to the Board of Directors, to the Board of Statutory Auditors and to the Internal Auditor through the Corporate Secretary.

As provided in the relevant regulation, no Director shall take part in the discussions and resolutions of the Appointments and Remuneration Committee regarding its own remuneration.

The Committee shall report to the Board of Directors at least once every year on its activities, and in any case not after the term for the approval of the financial report. Furthermore, following each meeting, the Committee shall update the Board of Directors of the number of meetings held; this shall be done in the first meeting possible via a communication.

2.2 Competence of the Appointments and Remuneration Committee

In accordance with the provisions of the Corporate Governance Code adopted by the Company and pursuant to the information contained in the internal procedure of the Company for the adoption of the Remuneration Policy, the Appointments and Remuneration Committee shall:

With regard the appointment of directors:

• a) Submit to the Board of Directors candidates for directors offices if, during the Fiscal Year, one or more directors cease to hold office (Art. 2386, par. 1 of the Italian Civil Code), ensuring respect for the provisions on the minimum number of independent directors and on the positions reserved to the less-represented gender;
• b) Submit to the Board of Directors, upon proposal of the CEO, in agreement with the Chairman, the candidates for the corporate offices: (i) of the direct subsidiaries; and (ii) of the indirect subsidiaries included in the consolidation scope, whose turnover is individually equal or superior to € 5 million ("Subsidiaries"). The proposal formulated by the Committee is mandatory;
• c) elaborate and propose/formulate:
• Annual self-assessment procedures for the Board of Directors and its Internal committees;
• Opinions on the maximum number of directors or statutory auditors held in other companies

listed in regulated stock exchanges (also foreign), in financial, banking, insurance or other large companies, that can be considered compatible with an effective conduct of the role of director of the Company or its subsidiaries, taking into account the attendance by the directors to the committees set up within the Board;

• Assessment criteria of the professionalism and independence requirements of administrative directors of the Company and its subsidiaries;
• Opinions to support the evaluation of the Board of Directors regarding specific problematic circumstances in the presence of a general and pre-emptive authorisation to derogate the ban on competition provided for in Art. 2390 of the Italian Civil Code;
• Opinions to the Board of Directors in relation to the size and composition of the Board and recommendations regarding the professional and managerial figures whose presence on the Board is deemed advisable;
• Opinions to the Board of Directors with regard to the succession plan of directors and managers with strategic responsibilities approved by the Company.

With regard to the remuneration of directors and senior executives, the Appointments and Remuneration Committee shall:

• a) Express an opinion on the part of the Policy concerning the remuneration of executive directors and of other directors vested with specific powers, as well as the definition of performance objectives related to the variable component of said remuneration;
• b) Assess the content of the vote regarding the remuneration expressed by the Shareholders' Meeting in the previous fiscal year and express its opinion to the Board of Directors;
• c) Formulate proposals or express opinions regarding the remuneration of the Intra-Board Committees established by the Board of Directors;
• d) Express opinions, also on the base of the CEO's indications, regarding:
• General criteria for the remuneration of senior executives;
• General guidelines for the remuneration of other managers of the Company and its subsidiaries;
• Annual and long-term incentive plans, also stock-option plans;
• e) Express opinions, also on the basis of the CEO's proposals, regarding the definition of performance objectives and the reviewing of corporate results; propose the definition of claw-back clauses connected to the implementation of incentive plans and to the determination of variable remuneration for directors with proxies;
• f) Propose the definition, as far as directors with proxies are concerned, i) of the indemnity to be granted in the event of termination of office and ii) of the non-competition agreements in line with the principles set forth in the Policy;
• g) Monitor the application of the decisions adopted by the Board of Directors; assess periodically the adequacy, the overall coherence and the actual application of the Policy adopted, relying for this purpose on the information provided by the CEO, formulating related proposals to the Board of Directors;
• h) Carry out any task concerning the remuneration required by the procedure for transactions with related parties adopted by the Company.
• i) Assess the coherence of the incentive mechanism for the Internal Auditor and the Financial Reporting Officer with the tasks appointed to them.

In the performance of its functions, the Appointments and Remuneration Committee has the power to access the necessary information and company functions, as well as, under the conditions established by the Board, to make us of external consultants who are not in a position to compromise their autonomous judgement. For this purpose, it is noted that the Company and the Committee relied on the support of Active Value Advisors S.r.l. for the preparation of the medium/long-term LTI and MBO incentive plans.

3. THE REMUNERATION POLICY

The Company, while elaborating the Remuneration Policy, took into account the remuneration and the working conditions of its employees. More specifically, it is noted that the Group promotes genderequality policies; moreover, annual incentive plans are provided for relevant employees. The bonuses disbursed as an incentive are in line with the aims and objectives of the Policy. No independent expert took part in the preparation of the Remuneration Policy.

The results of the 2020 Meetings' vote are as follows.

The Shareholders' Meeting of 23 April 2020, in accordance with the applicable law, expressed a binding vote on the first section of 2020 Remuneration Report and an advisory vote on the second section, related to the payments made. The percentage of the votes in favour for the first section reached 99.089250% of the shares with voting rights.

The Company took into account, while elaborating the policy, the positive vote obtained in the previous fiscal year, without significantly changing the policy, but by elaborating the new, incentivising remuneration plans in line with the new Industrial Plan and the new strategic objectives.

3.1 Policies and Objectives

The Remuneration Policy applied by the Company, pursuant to the provisions of the CFA, of the Issuers Regulation and of the Corporate Governance Code:

• i. Contributes to the corporate strategy, as it determines the main objectives entailed in the industrial plans and in the budget for the period as far as market, product, economic and financial parameters are concerned;
• ii. Contributes to the achievement of the short/medium-term and long-term interests of the Company, as a significant portion of the overall remuneration of the executive directors and of the senior executives is connected with the achievement of specific financial and non-financial performance objectives such as: the revenues, the GMV, the gross margin, the EBITDA, the net profit and the number of active customers for each business line; with regard to the non-financial objectives, see par.3.2 (iv);
• iii. Contributes to the sustainability of the Company, as it is aimed at achieving the creation of value in the long term for the benefit of the shareholders, also

taking into account the interests of the various stakeholders relevant to the Company;

• iv. Is determined by taking into account the remuneration and the working conditions of the employees of the Company, as the performance of each single employee is incentivised, given that a bonus is provided for those employees who reach the objectives set by the management; the Company is also in the process of adopting policies aimed at reducing the corporate costs, which will in turn incentive the streamlined work of its employees;
• v. Provides for a specific fixed remuneration to all directors, determined upon their appointment by the Shareholders' Meeting. As a matter of fact, the latter shall establish the gross amount owed to each director and to the whole Board of Directors for the entire duration of its term. Said gross annual remuneration is not connected to the achievement of economic results, but to the skills, professionalism and commitment requested of each director in the execution of his/her office;
• vi. Provides for an additional compensation to those directors vested with particular authorities, in addition to the fixed amount owed to them as members of the Board of Directors as determined upon their appointment, comprising a fixed and a variable component, which shall be adequately balanced according to the function of the strategic objectives of the risk management policy of the Company, also taking into account the activity sector in which the Companies carries out its business:
  • − The remuneration's fixed component shall suffice to remunerate the services f the recipient in the event that the variable component is not paid due to the failed achievement of the performance objectives established by the Board of Directors for executive directors;
  • − The variable fee is designed as an incentive and represents a significant part of the overall remuneration; it is subject to the achievement of financial performance objectives aimed at promoting the sustainable success of the Company. The first objectives can be measured on the basis of quantitative, economic-financial indicators, such as revenues, gross margin, EBITDA and reduction of fixed costs if compared to the previous fiscal year. With regard to the non-financial objectives, it is noted that the Company is currently creating an action plan aimed at defining them in depth in 2021.
• vii. Provides for a remuneration structured into a fixed and a variable component for senior executives, similarly to the remuneration provided for the directors vested with particular authorities:
  • − The remuneration's fixed component shall suffice to remunerate the services f the recipient in the event that the variable component is not

paid due to the failed achievement of the performance objectives established by the Board of Directors for senior executives;

− The variable component has an incentivising effect and represents a significant part of the overall remuneration; it is subject to the achievement of financial performance objectives that can be measured on the basis of quantitative, economic-financial indicators such as revenues, gross industrial margin, EBITDA and reduction of fixed costs if compared to the previous year. With regard to non-financial objectives, see the previous par. 3.2 (iv).

Notwithstanding the information mentioned in the following paragraph 3.5, directors and senior executives shall not be indemnified in the event of resignation, dismissal or termination of employment as a result of a public takeover bid.

On the basis of these criteria, the Appointments and Remuneration Committee expressed its favourable opinion about the Remuneration Policy, which was submitted for approval to the Board of Directors for the remuneration of the executive directors or of the directors vested with specific powers by the Company for 2021.

Policies Relating to the Remuneration's Fixed and Variable Components

Giglio Group's Remuneration Policy is based on different principles and modalities with regard to fixed an variable components of short and medium/long term in relation with the different types of addressees.

The fixed component of the remuneration rewards the width of the responsibilities connected with the given office, the subjective distinctive characteristics, the specialisation and the professionalism owned by each individual; it must be sufficient so as to remunerate the service also in the event of failure to achieve the performance and/or individual objectives to which the variable component is linked to.

The variable component of the retribution, on the other hand, is linked to the achievement of predetermined performance objectives, measurable both with the creation of value for shareholders and with their sustainability, as defined also through ESG objectives. The variable component is both declined with short-term activities (MBO) and medium/long-term ones (LTI) and can vary significantly, according to the level of achievement of the performance objectives.

A. Remuneration for the Office of Director

Pursuant to Art. 27 of the By-laws and Art. 2389 of the Italian Civil Code, the remuneration of all the members of the Board of Directors is determined by the Shareholders' Meeting upon their appointment.

The Shareholders' Meeting of 11 May 2018 determined, with regard to the three-year term of the Board of Directors, as overall annual remuneration for the Board's members, an amount of € 315,000.

The Shareholders' Meeting of 30 April 2019 resolved to increase said amount to € 335,000, due to the intense activity carried out by the Board of Directors and, more specifically, by the Internal Control, Risk and Related Parties Committee in 2018, as well as because of the strategic lines included in the new Industrial Plan 2019-2021 and of the transaction concerning the transfer of the Media Area, which entails that, for the remaining years of the term, the activities of the Board of Directors and of the Internal Control, Risk and Related-Parties Committee shall remain quite intense.

On 23 April 2020, the Shareholders' Meeting, following the reduction of the Board of Directors' members, resolved on the consequent reduction of the overall remuneration paid to the Board of Directors, which would decrease from € 335,000 to € 295,000, notwithstanding the Board of Directors' power to establish a further remuneration for those directors vested with particular authorities, pursuant to Art. 2389, par. 3 of the Italian Civil Code.

The Board of Directors, after hearing the opinion of the Appointments and Remuneration Committee and of the Board of Statutory Auditors, resolved, on 14 May 2020 and on 23 July 2020, to remunerate each director with the amount described in Section II of this Remuneration Report.

The same criteria (specified hereinafter) will be followed for the determination of the remuneration of each director on the basis of the overall amount to be determined by the Shareholders' Meeting set for the approval of the Financial Statements as of 31 December 2020.

B. Remuneration Policy for Non-Executive Directors

A non-executive director is a director without individual management powers nor management duties within the Company or its Subsidiaries.

The remuneration of non-executive directors shall be determined exclusively on a fixed basis and shall be in line with the duties requested of them in the execution of their offices, also taking into account any participation in one or more of the internal committees of the Board of Directors.

The remuneration of non-executive directors shall not be connected with the economic results achieved by the Company nor with the achievement of specific performance objectives, nor shall non-executive directors be recipients of share-based remuneration plans.

C. Remuneration Policy for Executive Directors

Executive directors or directors vested with specific powers within the Issuer (e.g. the Chairman of the Board of Directors and the CEO), other than the fixed remuneration determined by the Shareholders' Meeting upon appointment, are paid an amount determined by the Board of Directors, upon proposal of the Appointments and Remuneration Committee and with the favourable opinion of the Board of Statutory Auditors, pursuant to Art. 2389, par. 3 of the Italian Civil Code; This remuneration is composed of the following components:

• A fixed component appropriately defined by taking into account the powers and particular authorities undertaken;
• A variable component, with a fixed maximum amount, linked to the achievement of short-term performance objectives (which, for 2021, shall be enforced through the MBO Plan, as detailed in par. 3.2.E);
• A variable component, with a determined maximum amount, connected to the achievement of medium/long-term performance objectives (the LTI Plan 2021- 2024, as detailed in par. 3.2.E); and
• An incentive plan based on financial instruments (the Stock Option Plan 2021- 2028, set forth in paragraph 3.2).

D. Remuneration Policy for Senior Executives

Senior executives, as defined in the RPT Procedure, have the power and the responsibility, directly or indirectly, of planning, managing and controlling the Company's activities, including the directors (executive and non-executive) of the Company (IAS 24, par. 9).

In view of this principle, senior executives shall be identified as follows:

• Executive directors, as directors with individual powers of management and directive office within the Company;
• Individuals responsible for the business areas in which the Group operates; and
• Some managers of corporate functions.

Also the remuneration of senior executives who do not act also as executive directors is divided, in line with the responsibilities connected to the exercise of the operational powers in the management of the Company, into a fixed and a variable component.

The fixed component, which may comprise the basic salary and/or other forms of non variable remuneration , does not exceed 70% of the overall remuneration, with the exception of the remuneration provided for the CFO and the Financial Reporting Officer, who is not included in the LTI and MBO Plans. The amount of the fixed component is adapted to the size of the managed business and to the ability to contribute to the Group's consolidated results.

The variable component, also in this case is composed of:

• i. A short-term remuneration (which, for 2021 will be implemented through the MBO Plan, as detailed in par. 3.1.E);
• ii. A medium-long-term remuneration (i.e. the LTI Plan 2021-2024 as detailed in par.3.1.E); and

iii. An incentive plan based on financial instruments (i.e. the Stock Option Plan 2021-2028, set forth in paragraph 3.2).

Senior executives who do not act as executive directors shall make use also of non-monetary benefits, as detailed in paragraph 3.3.

Furthermore, the Remuneration Policy foresees occasional rewarding disbursements through one-off payments not included in the variable component of the remuneration. Consistent with a pay for performance approach, the Company believes that the disbursement of one-off payments to those managers with a particular strategic importance who have excelled through exceptional individual contributions, is an important mechanism of differentiation and meritocratic selectivity and, as such, of retention of excellent resources. The assessment of such results and of the relative contributions and performance shall be responsibility of the CEO, who shall make use of the support of the Company's Human Resources Department. All the aforementioned notwithstanding the performance of the provisions concerning related-parties transactions as per the RPT Procedure and the internal corporate procedure, where applicable.

At the reporting date, with regard to 2021, the Company has identified 2 senior executives (Marco Riccardo Belloni and Carlo Micchi).

E. Short- and Medium/Long-term Variable Component Remuneration Policy for Executive Directors and Senior Executives.

The variable component of the executive directors and senior executives vested with particular authorities is of an incentive nature, and shall be conditioned by the achievement of short- and medium/long-term performance objectives.

It is determined, both with regard to the executive directors or directors vested with specific powers and with regard to the senior executives, by the Board of Directors, with the support of the Appointments and Remuneration Committee and upon hearing the favourable opinion of the Board of Statutory Auditors.

Short-term Variable Remuneration

The short-term variable component can be obtained upon achieving predefined annual performance objectives related to performance indexes both at consolidated level as a Group and at individual business or central functions' level.

This component shall be paid yearly upon approval of the annual financial statement's project by the Board of Directors on verification of the achievement of the performance objectives.

The used KPIs (Key Performance Indicators), usually derived from budget data, are of quantitative and qualitative type and try to apply objective assessment elements (e.g. time or projects completion) that are not subject to assessment impartiality.

It is noted that, as a way to guarantee the method adopted, the objectives shall be certified by the Group Management and Control function both upon assignment and verification, and the process guarantees traceability and transparency for every stage. Furthermore, the short-term remuneration's composition scheme for the Company's top management is endowed with a structure which guarantees the assessment and monitoring of main management aspects.

The mechanism for the calculation of yearly short-term components' remuneration foresees a minimum access threshold to be paid of 90% of quantitative objectives assigned and a maximum payable compensation equal to 125% of the basic premium, obtainable only upon achievement or over-achievement of 120% of quantitative objectives.

The definition of the target levels at the basis of the annual short-term objectives is connected to the achievement of performance objectives related to budget forecasts and determined by the Board of Directors. The comparison between annual figures objectives assigned determines the measure of the variable component of the distributable remuneration.

With regard to 2021, the MBO Plan's application is provided, pursuant to the aforementioned principles.

Medium/Long-term Variable Remuneration

The LTI Plan 2021-2024

The LTI Plan 2021-2024 (the "LTI Plan") provides for the disbursement of cash incentives on an annual basis against the achievement of predetermined performance objectives defined by the Board of Directors with the terms and conditions set forth in the related regulation (the "LTI Plan Regulation"), to which reference is made for everything that is not mentioned in this Report.

The Plan shall last for four years, from 1 January 2021 to 31 December 2024.

The beneficiaries of the LTI Plan 2021-2024 are:

• i. Executive Directors;
• ii. The general manager and other senior executives; and
• iii. Other relevant managers for the purpose of achieving the result objectives identified by the Board of Directors, upon opinion of the Appointments and Remuneration Committee, who, at the moment of their insertion in the LTI Plan 2021-2024, will meet specific requirements linked to the continuation of their collaboration with the Company.

The performance objectives of LTI Plan 2021-2024, are calculated with the following parameters: EBITDA as main reference economic parameter on the basis of which the sum

of the bonus shall be determined, along with ESG initiatives (Environmental, Social & Governance) as corrective parameter (+/-10%) of the accrued bonus.

The EBITDA objectives are inferred from the Industrial Plan approved by the Board of Directors on 3 March 2021. The ESG objectives shall be approved on an annual basis by the Board of Directors and announced within 30 days from the approval of the Consolidated Financial Statements of the year preceding that to which the ESG objective refer to.

3.2 Executive Directors and Senior Executives' Remuneration Plans Based on Financial Instruments

As far as the remuneration plans based on financial instruments are concerned, to be approved by the Shareholders' Meeting pursuant to Art. 114-bis of the Consolidated Act and to be reported to the market in accordance to the applicable law, the policy adopted by the Company foresees that the details and the application modalities shall be defined by the Board of Directors together with the consulting and proposing support of the Appointments and Remuneration Committee, also consistently with the risk profile of the company and with reference to the general principles of:

• − Consolidation of the process of creating sustainable value for the Company and the Group in the medium/long term, as well as and the provision of incentives and assurance of the loyalty of management through the definition of multi-annual vesting terms and conditions;
• − Assignment or exercising of financial instruments subject to achieving corporate, individual and/or market performance objectives which are predefined and measurable; and
• − Contractual commitments regarding the recipients' tenures with the company.

The Company has made use of the support of a specialised consultancy company Active Value S.p.A. in order to define and manage the incentive plans based on financial instruments according to standard market conventions for listed companies of similar size and scope.

Giglio Group Stock Option Plan 2021-2028

The complete information regarding the incentive plan called "Stock Option Plan 2021- 2028" (the "Giglio Group Stock-Option Plan 2021-2028" or "Plan") approved by the Shareholders' Meeting on 21 June 2021 is shown below, pursuant to Art. 123-ter, par. 5 of the Consolidated Act, and to Art. 84-bis, par. 2 of the Issuers Regulation. The Plan represents a further component of the medium/long-term remuneration of executive directors and senior executives.

It is noted that the Stock Option Plan 2021-2028 should be considered of "significant relevance" pursuant to Art. 114-bis, par. 3 of the CFA and Art. 84-bis, par. 2 of the

Issuers' Regulation, as it addresses, inter alia, executive directors and senior executives within the Company.

For more information on the Plan, see the disclosure document drafter pursuant to Art. 84 bis and Scheme 7 of Annex 3A of the Issuers Regulation (the "Disclosure Document"), available on the website of the Company at www.giglio.org, in the "Corporate Governance/Shareholders' Meeting/ Shareholders' Meeting 21 June 2021" section, and on the authorised storage mechanism eMarket Storage, at .

A Recitals

On 10 May 2021, the Board of Directors resolved to submit the Plan for the approval of the Meeting, called on 21 June 2021, pursuant to Art. 114-bis of the CFA.

The Plan provides for the free allocation of options for the subscription and/or purchase of a maximum of no. 900,000 ordinary shared of Giglio Group S.p.A., with a ratio of one (1) share per option, with the terms and conditions established in the Plan and described in the Disclosure Document, in order to incentivise and to retain within the Group the beneficiaries of the Plan, thus aligning their interests with those of the shareholders.

At the reporting date, the proposal to adopt the Plan has not been approved yet by the Meeting. It is also noted that the contents of this Report are based exclusively on the contents of the Plan's adoption proposal approved by the Board of Directors of the Company on 10 May 2021, and that any reference to the Plan in this Report must be interpreted as a reference to the Plan's adoption proposal.

B Plan Beneficiaries, Reasons for the Adoption of the Plan and Main Characteristics

The Company believes that compensation plans based on shares are an efficient means to provide incentives for and retain the loyalty of persons having key roles in the Company and the Group, in order to maintain high and improve the performances of the Company, as well as increasing the growth and success of the Company and the Group. More specifically, the Plan is an adequate instrument to align the interests of executive directors and Managers with strategic responsibilities with those of the shareholders, allowing to pursuit the main objective of value creation in a medium/long-term period.

Should the predetermined corporate and/or individual performance objectives be met under the terms and conditions established by the Plan's regulation, the Plan shall provide for the free allocation of options (the "Options") to the beneficiaries of the Plan, which shall allow for the consequent subscription or purchase of a maximum of 900,000 ordinary shares of the Company (the "Shares"), listed on the STAR-MTA segment of the stock-exchange market regulated by Borsa Italiana S.p.A., with a ratio of one (1) share per option, against the payment of an exercise price that will be determined by the Board of Directors, upon favourable opinion of the Appointments and Remuneration Committee, on the basis of the arithmetic average of official prices

recorded by the Shares of the Company on the MTA segment in the month before the date of allocation of the Options, with the terms and conditions set forth in the Plan and its Regulation.

The plan is addressed to the Executive Directors and/or to the Managers with Strategic Responsibilities within the Company, identified by the Board of Directors, following the opinion of the Appointments and Remuneration Committee.

The jurisdiction for the management and implementation of the Plan belongs to the Board of Directors, which can rely on the consultative and preparatory support of the Appointments and Remuneration Committee, as well as, eventually, of the Human Resources Department. As far as the exercise of the Options is concerned, the Plan's management shall be taken care of by a relevant trust company, which shall abide by the Plan Regulation's provisions.

Among the beneficiaries of the Plan, the following components of the Board of Directors of the Company are included: (i) the Chairman of the Board of Directors, Alessandro Giglio; (ii) the Vice-Chairwoman of the Board of Directors, Anna Lezzi; and (iii) the CEO of the Company, Marco Riccardo Belloni.

According to the information included in the Disclosure Document (to which reference is made), the Plan shall last for multiple years and, as such, shall be divided into three (3) vesting periods ("rolling"), each lasting three years, defined as follows:

• First tranche: May 2021 May 2024 (Vesting Period 2021-2024);
• Second tranche: May 2022 May 2025 (Vesting Period 2022-2025);
• Third tranche: May 2023 May 2026 (Vesting Period 2023-2026);

The vesting periods represent the periods in which the corporate and/or individual performance objectives are measured; the achievement of said objectives is a precondition for the allocation of Options to each beneficiary, as defined by the Board of Directors at the end of each vesting period.

The options accrued upon the end of a vesting period may be exercised by the beneficiaries, with the terms and conditions defined by the Plan, in the period that goes from 30 May 2024 (or a different date as decided by the Board of Directors) to 31 May 2028 (or a different term as decided by the Board of Directors), pursuant to the following time-frames, to which the Options allocated to each beneficiary shall make reference to:

• First tranche: May 2024 May 2026 (Exercise Period 2024-2026);
• Second tranche: May 2025 May 2027 (Exercise Period 2025-2027);
• Third tranche: May 2026 May 2028 (Exercise Period 2026-2028);

In any event, all Options must be exercised before 31 May 2028 (the "Expiry Date"), under penalty of expiration.

The Board of Directors shall have the power to amend and/or establish new Exercise Periods.

The Board of Directors, subject to the approval of the Plan by the Shareholders' Meeting, shall be able to use its proxy for the share capital increase, as granted pursuant to Art. 2443 of the Italian Civil Code, against payment and in separate issues, also in more tranches, for a maximum amount of € 180,000 without option rights, pursuant to Art. 2441, par. 8 and - were applicable - par. 5 of the Italian Civil Code, through the issue of a maximum number of 900,000 new Giglio Shares with the same characteristics of the outstanding shares on the date of the issue, with regular dividend to be reserved for subscription to the Beneficiaries.

This notwithstanding the Board of Directors' authority, upon favourable opinion of the Appointments and Remuneration Committee, to use, for the exercise of options, any own share of the Company purchased within the context of buy-back programmes resolved upon and executed pursuant to the applicable law.

The Plan shall not foresee any redemption clause on behalf of the Company, but it does foresee revocation and return clauses. More specifically, in the three years consequent to the exercise of the Options, should it emerge that the exercise took place on the basis of manifestly incorrect data (hereby including the beneficiary's responsibility for erroneous calculations in determining one or more individual and/or performance objectives or for misinformation aimed at influencing a priori the stock market prices or for wilful alteration of the figures used for said determination, or even for determining one or more performance and/or individual objectives via unlawful behaviours or behaviours against corporate laws violation of the Organisation, Management, Control and Ethics Model pursuant to Legislative Decree no. 231/2001 -, internal corporate procedures and/or the Plan's regulation ), the beneficiary shall be forced to return to the Company the Shares exercised or an amount equal to their value upon their purchase.

Should the aforementioned situations take place, the Company may withhold an amount equal to the shares value at the purchase date from any sum owed to the beneficiary, like - by way of example - any sort of remuneration, rewards and severance indemnities for the beneficiary, who is obliged to expressly authorise said compensation.

C Performance and Individual Objectives

Options allocated by the Board of Directors to each beneficiary shall become Accrued, and thus exercisable by beneficiaries during the relevant exercise periods, only upon achievement of the specific performance objectives of each tranche and in accordance to the terms shown in the following tables:

First tranche
Free allocation in 2021		30% of Accrued Options in the first

tranche

Second tranche
EBITDA adjusted value resulting from the Company's financial statement at 31 December 2021	% of Accrued Options in the second tranche
below € 3,000,000	0%
equal to or greater than € 3,000,000	35%

Third tranche
EBITDA adjusted4 value resulting from the	% of Accrued Options in the third
Company's financial statement at 31 December 2022	tranche
below € 4,000,000	0%
equal to or greater than € 4,000,000	35%

The verification of the achievement of the performance and/or individual objectives will be carried out by the Board of Directors following the approval by the Board of the consolidated financial statements related to the last year of the three-year period to which the objectives refer to, with the terms and conditions set forth in the Plan's regulation.

The Options shall be nominal, personal, non-disposable and non-transferable for the beneficiary until the moment of their exercise. In the event of the beneficiary's death, the Options that were not accrued as of the date of his/her death will cease to hold any effect. On the other hand, the Options already accrued but not yet exercised as of the date of his/her death may be exercised by whoever is entitled to do so pursuant to the applicable law of succession, notwithstanding the expiry date of the Plan and always in respect of the obligations, terms and conditions set forth in the Plan that will be adopted by the Board of Directors.

The Plan provides for the beneficiary's free use of his/her Shares, without prejudice to the aforementioned, after their purchase or subscription.

The EBITDA adjusted is defined as the income before interests, taxes, write-down and divestment, excluding the extraordinary components (non-recurring).

More specifically, the beneficiaries who act as "executive directors" pursuant to the definitions set forth in the Corporate Governance Code, as identified by the Board of Directors, shall have the obligation to hold continuously, until the date of end of their term as directors, a number of Shares equal to at least 20% of those purchased following the Options' exercise. The beneficiaries who act as "senior executives", as identified by the Board of Directors, shall have the obligation to hold continuously, for a period of two years from the date of exercise of the relevant Options, a number of Shares equal to at least 20% of those purchased following the Options' exercise. All of the above, notwithstanding different written authorisation by the Board of Directors.

D Effects of the termination of the directorship/employment relationship of beneficiaries

Unless otherwise resolved by the Board of Directors and notwithstanding the Board's powers to reach different agreements with each beneficiary, the Options' allocation is subject to the verification, always carried out by the Board, (i) that the performance and/or individual objectives have been met, and that (ii) as of the Options' allocation date, and also as of their exercise, the beneficiary still has an employment relationship with the Company or one of its subsidiaries, and that his/her conditions of beneficiary within the Company or the Group did not end, as far as his/her role is concerned.

It shall be responsibility of the Board of Directors to point out in the Plan's regulation the consequences that may arise upon the beneficiary's termination of office or of employment with the Company or the Group, distinguishing - pursuant to the best market practises between the hypotheses of good leaving and of bad leaving.

The Board of Directors, at its own discretion, shall have the power to allow the total or partial exercise of the Stock Options to the beneficiaries, with the terms and conditions set forth from time to time by the Board itself, also in the event that the beneficiary has lost his/her right to exercise the Stock Options allocated to him/her.

The Stock Options' allocation in one of the years of validity of the Plan shall not give any right or expectation to the Stock Options' allocation in the following years, nor to the continuation of the employment, collaboration or consultancy relationship of the beneficiary with the Company and the Group, which will be governed solely by the applicable norms under the existing laws.

3.3 Non-Monetary Benefits

The Policy provides for the attribution of non-monetary benefits usually recognised in a compensatory policy and coherent with the office/function held by the interested party.

More specifically, as far as executive directors and senior executives are concerned, additional life insurance and medical care with respect to mandatory insurance coverages provided by national collective agreements (if applicable) are foreseen, as well as other fringe benefits such as the allocation of a business car.

3.4 Clauses for Holding Financial Instruments in the Portfolio

Notwithstanding the provisions of the Stock Option Plan 2021-2028 (see paragraph 3.2b), at the reporting date, the Company has not entered in any agreement that provide for clauses for holding financial instruments in the portfolio after their acquisition.

It is noted that, with regard to the share capital increase carried out with Board of Directors' resolution on 21 December 2020, in exercise of the proxy granted by the Shareholders' Meeting on 12 November 2020, shareholders Antonio Lembo e Alessandro Giglio subscribed part of the share capital increase. With regard to the shares issued upon the execution of the share capital increase, it is noted that a lock-up clause of six months was established. For more information, see the "Explanatory Notes of the Board of Directors - Share Capital Increase 21 December 2020" published on the Company's website at www.giglio.org – "Corporate Governance/Meetings/Meeting 12 December 2020" section, as well as the press releases related to the Internal Dealing communications, published on 24 December 2020 and available on the Company's website at www.giglio.org "Investor Relations – Press Releases (2015-2020)" section.

3.5 Applicable Treatments in the Event of Termination of Office or of Employment Relationship

The employment contracts of senior executives are signed in accordance with the applicable national collective labour agreement, which provides for the payment, in addition to the notice, of an amount of 12-months salary, to be intended as a substitute for any eventual indemnity owed pursuant to the collective agreement and the length of service, in the event that the Company withdraws from the employment relation without just cause, pursuant to Art. 2119 of the Italian Civil Code.

It is also noted that the Financial Reporting Officer and the Chief Financial Officer of the Group is party to a consultancy contract with the Company, comparable to a salaried employment contract for the commitment and the responsibilities requested of him. The same contract provides for a termination with a 90-days notice, without indemnities.

As far as the effects determined by the termination of the employment relation and/or of the management of LTI Plan 2021-2024 and the Stock Option Plan 2021-2028 beneficiaries is concerned, see the previous relevant paragraphs.

At the reporting date, no further agreements between the Company and the members of its Board of Directors and its senior executives providing for pre-determined treatments in the event of termination of office or of employment relation exist, nor any non-competition agreements.

3.6 Social Security or Pension Coverage

Except for the following, the Remuneration Policy adopted by the Issuer does not provide for additional social security or pensions coverage other than the mandatory ones.

For senior executives, as well as for directors Alessandro Giglio, Anna Maria Lezzi and Marco Riccardo Belloni, supplementary forms of health care, life insurance and accidents are provided, in addition to the ones set forth in the collective agreement of reference.

3.7 Policy Regarding Independent Directors, the Participation to Committees and the Undertaking of Specific Responsibilities

The Board of Directors determined not to pay to the members of the Appointments and Remuneration Committee and of the Internal Control, Risk and Related-Parties Committee, a specific remuneration for their participation in said Committees.

At the reporting date, the Company has not adopted any specific remuneration policy for independent directors or for the execution of specific offices.

It is also noted that Marco Riccardo Belloni has been appointed as CEO of the Company on 23 July 2021 and that he signed a contract with the Company that certifies him as one of its directors.

On the same date, however, it was not possible to include the new CEO in the existing incentive plan, given that the Company had set aside the previously-adopted LTI Plan for 2020, while the MBO Plan had already been started and no further inclusion was possible. The Board of Directors, with the favourable opinion of the Appointments and Remuneration Committee and of the Internal Control, Risks and Related-Parties Committee, thus resolved to adopt a new MBO Plan, in line with the one already in force, reserved to Marco Riccardo Belloni, upon his achievement of specific performance objectives in the period between the end of July 2020 and the end of 2020, objectives that were not met. The aforementioned MBO Plan reserved for the CEO ended on 31 December 2020.

3.8 Benchmarks Used for the Definition of the Remuneration Policy

The Remuneration Policy was defined also by using as a reference the best practices present on the market without, however, using the specific retribution policy of other companies.

In general terms, it should be noted that the overall remuneration of executive directors and senior executives is defined by paying particular attention to a market benchmark that enhances a large number of elements, including the capacity to contribute to the Company results, the complexity of the offices and the functions held, the work performance and the comparability with the levels of internal remuneration, in connection with the Group's current dimensions.

3.9 Board of Statutory Auditors' Remuneration

Pursuant to 2402 of the Italian Civil Code, the annual remuneration of all the members of the Board of Statutory Auditors is determined by the Shareholders' Meeting upon their appointment and for the whole duration of their term.

More specifically, the Shareholders' Meeting of 11 May 2018 established a gross annual remuneration pro rata temporis of € 25,000 for the Chairman of the Board of Statutory Auditors and of € 20,000 for the statutory auditors, for each of the fiscal years ended or that will end on 31 December 2018, 2019 and 2020, other than the reimbursement of any expenses incurred during the performance of their office, as per By-laws. The remuneration is thus determined, having taken into account criteria such as professional skills and experience of each member, as well as the time commitment required for the performance of their office.

3.10 Exceptional Circumstances

The Board of Directors believes that, in the presence of specific exceptional circumstances, it is possible to temporarily derogate from the remuneration policy mentioned in this report with the following terms.

Exceptional circumstances means all those situations in which the derogation from the remuneration policy is necessary for the purpose of achieving the long-term interests and the sustainability of the Company as a whole, or for ensuring its business continuity on the market, including, by way of example but not limited thereto, situations connected to or arising from the COVID-19 epidemic and similar.

The Company may derogate from the Policy only with regard to the following elements:

• The portion corresponding to the variable component of the remuneration of the executive directors and of the senior executives, proportionate to the objectives achieved, hereby including, by way of example, the weight attached to said component in the overall remuneration, the performance objectives to whose achievement the variable components are subject to, the vesting periods and the provision of further remuneration components based on shares, options and other financial instruments, or of other variable remuneration components, any deferred payment system and the ex-post correction mechanisms of the variable component;
• The provision of any bonus, non-monetary benefits, incentive plans (monetary or base on financial instruments) or extraordinary emoluments; as well as
• The provision and/or existence of applicable treatments in the event of termination of office or of employment relationship.

With regard to the procedural conditions on the basis o f which the derogation can be applied, any temporary derogation from the Remuneration Policy must be approved by the Board of Directors, upon hearing the favourable opinion of the Appointments and Remuneration Committee, without prejudice to the provisions set forth in the RPT Procedure, where applicable.

The Board of Directors' resolution shall determine the duration of said derogation and its reasons, and shall point out the specific elements of the Policy that are being derogated, pursuant to all of the aforementioned.

SECTION II

REMUNERATION RECEIVED IN FISCAL YEAR 2020 BY THE MEMBERS OF THE BOARD OF DIRECTORS, THE BOARD OF STATUTORY AUDITORS, THE GENERAL MANAGER AND THE MANAGERS WITH STRATEGIC RESPONSIBILITIES

With reference to the fiscal year 2020, this section of the Report shall illustrate: (i) The remuneration awarded to those individuals who, throughout the fiscal year, have served - even for a fraction of the fiscal year - as Members of the Board of Directors, Statutory Auditors and/or General Managers, as well as (ii) in aggregate, the remuneration awarded to managers with strategic responsibilities, with the clarification that the aggregate values do not include the remunerations of senior executives who also act as directors, as these amounts are already described in the section related to the directors in registered form.

FIRST PART

In the First Part of Section II, a representation of each item that compose the remuneration of those individuals who served as members of the Boards of Directors or of the Board of Statutory Auditors, as General Managers or as senior executives in the fiscal year 2020 is provided. Each item can be found in the tables of the second part of this section.

1. BOARD OF DIRECTORS' REMUNERATION

The Shareholders' Meeting of 11 May 2018 determined, with regard to the three-year term of the Board of Directors, as overall annual remuneration for the Board's members, an amount of € 315,000. The Shareholders' Meeting of 30 April 2019 resolved to increase said amount to € 335,000, due to the intense activity carried out by the Board of Directors and, more specifically, by the Internal Control, Risk and Related Parties Committee in 2018, as well as because, taking into account the strategic lines included in the Industrial Plan and the transaction concerning the transfer of the Media Area, it was expected that, for the remaining years of the term, the activities of the Board of Directors and of the Internal Control, Risk and Related-Parties Committee would have remained quite intense.

On 14 May 2019, the Board of Directors resolved, upon hearing the Appointments and Remuneration Committee and the Board of Statutory Directors, to redetermine the overall emolument of the Board itself and defined by the Shareholders' Meeting of 30 April 2019 as follows:

A. Giglio	200,000
C. Micchi	20,000
A. Lezzi	20,000
G. Mosci	25,000
Y. Zhao	10,000
M. Mancini	20,000
S. Olivotto	40,000

On 23 April 2020, the Shareholders' Meeting, following the reduction of the Board of Directors' members, resolved on the consequent reduction of the overall remuneration paid to the Board of

Directors, which would decrease from € 335,000 to € 295,000, notwithstanding the Board of Directors' power to establish a further remuneration for those directors vested with particular authorities, pursuant to Art. 2389, par. 3 of the Italian Civil Code.

The Board of Directors, after hearing the opinion of the Appointments and Remuneration Committee and of the Board of Statutory Auditors, resolved, on 14 May 2020, to remunerate each director with the following amounts, within the context of the overall retribution resolved upon by the Shareholders' Meeting of 23 April 2020:

A. Giglio	200,000
A. Lezzi	20,000
G. Mosci	25,000
F. Gesualdi	20,000
S. Olivotto	30,000

The Board of Directors, after hearing the opinion of the Appointments and Remuneration Committee and of the Board of Statutory Auditors, following the resignation of director Giorgio Mosci and the co-optation of director Marco Riccardo Belloni, resolved, on 23 July 2020, to remunerate each director with the following amounts, within the context of the overall retribution resolved upon by the Shareholders' Meeting of 23 April 2020:

A. Giglio	200,000
A. Lezzi	25,000
S. Olivotto	30,000
F. Gesualdi	20,000
M. Belloni	20,000

It is noted that, following the Shareholders' Meeting of 12 November 2020, which confirmed the appointment of directors Francesco Gesualdi and Marco Riccardo Belloni, the Board of Directors also confirmed the distribution of the overall remuneration, as resolved upon on 23 July 2020.

Alessandro Giglio, Chairman of the Board of Directors and CEO (until 23 July 2020)

Taking into account the Board's and the Meeting's resolutions, as mentioned in this paragraph, over the course of 2020, Alessandro Giglio received as gross overall remuneration for his offices as Chairman and CEO of the Company (until 23 July 2020) € 200,000 per year, plus € 10,800 as transfer allowance.

In accordance with the Remuneration Policy, the CEO has also benefited from the non-monetary benefits such as company car, fuel card, credit card and supplementary health care.

Keeping in mind that the Board of Directors resolved, on 23 March 2020, with the favourable opinion of the Appointments and Remuneration Committee, not to apply the LTI Plan for

2020, and keeping also in mind that the performance objectives set forth in the MBO Plan for 2020 were not achieved, the CEO did not receive any variable remuneration.

Within the context of the Stock Option Plan 2018-2021, on 29 October 2018, the Board of Directors resolved to assign 315,000 Options to Alessandro Giglio. For more information regarding the conditions for the exercise of allocated Options, see the disclosure document prepared by the Company pursuant to Art. 84-bis of the Issuers Regulation, available on the Company's website, in the "Corporate Governance" section.

Marco Riccardo Belloni, CEO and Senior Executive

Taking into account the Board's and the Meeting's resolutions, as mentioned in this paragraph, over the course of 2020, Marco Riccardo Belloni received as gross overall remuneration for his office of director of the Company € 8,334.

Moreover, over the course of 2020, Marco Riccardo Belloni received € 33,482.66 pursuant to a subordinate employment contract in force until the end of August 2020, as well as a severance indemnity of € 2,237.34. From September 2020, taking into account his role within the Company, upon favourable opinion of the Appointments and Remuneration Committee and of the Internal Control, Risks and Related-Parties Committee, a new employment contract was signed with Marco Belloni, which qualified him as CEO of the Company with a remuneration of € 80,000 per year. Pursuant to this contract, he received € 25,495.28 in 2020.

In accordance with the remuneration policy, the CEO also benefited from non-monetary benefits (supplementary health insurance) over the course of 2020.

Therefore, Marco Belloni, over the course of 2020, received a total remuneration of € 67,311.94 in part as CEO remuneration and in part as wages arising from his subordinate employment relationship, as well as a severance indemnity of € 2,237.34.

It is noted that, with regard to the MBO incentive Plan reserved to Marco Belloni, which lasted about 5 months from the end of July to 31 December 2020, the objectives were not met and, therefore, no bonus was disbursed.

Anna Maria Lezzi, Executive Director and Vice-Chairwoman (from 23 July 2020), as well as Senior Executive

Taking into account the Board's and the Meeting's resolutions, as mentioned in this paragraph, over the course of 2020, Anna Maria Lezzi received as gross total remuneration for her office of Executive Director of the Company € 22,083.35, as well as receiving a gross monetary remuneration as employee of € 95,916.65, of which € 1,485 as travel allowances.

In accordance with the Remuneration Policy, Anna Maria Lezzi has also benefited from the nonmonetary benefits such as credit card, supplementary health care and luncheon voucher.

Anna Lezzi, over the course of 2020, thus received a total remuneration of € 118,000.

Keeping in mind that the Board of Directors resolved, on 23 March 2020, with the favourable opinion of the Appointments and Remuneration Committee, not to apply the LTI Plan for

2020, and keeping also in mind that the performance objectives set forth in the MBO Plan for 2020 were not achieved, Anna Lezzi did not receive any variable remuneration.

Within the context of the Stock Option Plan 2018-2021, on 29 October 2018, the Board of Directors resolved to assign 32,000 Options to Anna Maria Lezzi. For more information regarding the conditions for the exercise of allocated Options, see the disclosure document prepared by the Company pursuant to Art. 84-bis of the Issuers Regulation, available on the Company's website, in the "Corporate Governance" section.

Francesco Gesualdi, Independent Director

Taking into account the Board's and the Meeting's resolutions, as mentioned in this paragraph, over the course of 2020, Francesco Gesualdi received as gross overall remuneration for his office of independent director of the Company € 12,500.

Silvia Olivotto, Independent Director

Taking into account the Board's and the Meeting's resolutions, as mentioned in this paragraph, over the course of 2020, Silvia Olivotto received as gross overall remuneration for her office of independent director of the Company € 33,750.

Carlo Micchi, Executive Director (until 24 March 2020) and Senior Executive

Taking into account the Board's and the Meeting's resolutions, as mentioned in this paragraph, over the course of 2020, Carlo Micchi received as gross overall remuneration for his office of executive director of the Company € 4,604. It is noted that Carlo Micchi resigned from his office starting from 24 March 2020.

Moreover, Carlo Micchi also acts as Financial Reporting Officer and Chief Financial Officer for the Company, and for the performance of his duties, a consultancy contract of one year was signed, upon hearing the favourable opinion of the Appointments and Remuneration Committee, starting from 1 July 2019 and ending on 30 June 2020 for € 8,334 per month. The Company also received the favourable resolution of the Internal Control, Risks and Related-Parties Committee and of the Appointments and Remuneration Committee and signed another consultancy contract with Carlo Micchi, starting from 1 July 2020, providing for an annual remuneration of € 100,000, pro rata temporis.

Carlo Micchi, over the course of 2020, thus received a total remuneration of € 104,607.

Massimo Mancini, Vice-Chairman of the Board of Directors and General Manager

Taking into account the Board's and the Meeting's resolutions, as mentioned in this paragraph, over the course of 2020, Massimo Mancini received as gross total remuneration for his office of Board member and Vice-Chairman of the Company € 5,000, as well as receiving a gross monetary remuneration as General Manager of € 61,635, as well as € 27,947.48 as severance indemnity and € 65,000 as

redundancy incentive; subsequently, he also received € 53,328 pursuant to a consultancy contract for the office of Investor Relator.

It is noted that Massimo Mancini, as specified in the aforementioned paragraphs, resigned from his office of Board member on 21 March 2020, while on 30 April 2020 his employment relationship of General Manager of the Company was consensually terminated. From 30 April 2020 until 31 December 2020, Massimo Mancini took the office of Investor Relator for the Company.

In accordance with the Remuneration Policy, the Vice-Chairman and General Manager has also benefited from the non-monetary benefits such as company car, fuel card, credit card and supplementary health care.

Over the course of 2020, Massimo Mancini thus received an overall remuneration of € 119,963.05, plus a redundancy indemnity for a total of € 92,947.48.

Keeping in mind that the Board of Directors resolved, on 23 March 2020, with the favourable opinion of the Appointments and Remuneration Committee, not to apply the LTI Plan for 2020, and keeping also in mind that the performance objectives set forth in the MBO Plan for 2020 were not achieved, as well as that his employment relationship as General Manager was consensually terminated on 30 April 2020, Massimo Mancini did not receive any variable remuneration.

Within the context of the Stock Option Plan 2018-2021, on 29 October 2018, the Board of Directors resolved to assign 125,000 Options to Massimo Mancini. For more information regarding the conditions for the exercise of allocated Options, see the disclosure document prepared by the Company pursuant to Art. 84-bis of the Issuers Regulation, available on the Company's website, in the "Corporate Governance" section.

Yue Zhao, Non-Executive Director

Taking into account the Board's and the Meeting's resolutions, as mentioned in this paragraph, over the course of 2020, Yue Zhao received as gross overall remuneration for her office of non-executive director of the Company € 3,750.

It is noted that Yue Zhao resigned from her office on 14 May 2020.

Giorgio Mosci, Independent Director

Taking into account the Board's and the Meeting's resolutions, as mentioned in this paragraph, over the course of 2020, Giorgio Mosci received as gross overall remuneration for his office of independent director of the Company € 14,040.

Moreover, Giorgio Mosci also received € 5,000 per year as member of the Supervisory Body pursuant to Legislative Decree 231/2001 of the Company.

Therefore, over the course of 2020, Giorgio Mosci received a total remuneration of € 19,040.

It is noted that Giorgio Mosci resigned from his office starting from 23 July 2020. For more information regarding the conditions for the exercise of allocated Options, see the disclosure document

prepared by the Company pursuant to Art. 84-bis of the Issuers Regulation, available on the Company's website, in the "Corporate Governance" section.

2. SENIOR EXECUTIVES' REMUNERATION

For 2020, the remuneration of senior executives are as follows: € 150,837.30 as salaries, € 237,284.00 as consultancies, € 70,000 as bonuses, € 67,292.13 as severance indemnities, € 277,500 as redundancy indemnities and non-competition agreements and € 37,788.20 as benefits.

The aforementioned aggregated calculation includes the amounts disbursed: (i) to the Company's executives pursuant to a subordinate employment contract (hereby excluding the remuneration received by the same executives for their office of directors); and (ii) to those individuals who act as consultants for the Company but that, due to their tasks and office held, can be compared to executives.

3. BOARD OF STATUTORY AUDITORS' REMUNERATION

Cristian Tundo, Chairman of the Board of Statutory Auditors

The Meeting held on 11 May 2018 resolved to grant to Mr Cristian Tundo as Chairman of the Board of Statutory Auditors a gross annual compensation of € 25,000, in addition to the reimbursement of the expenses incurred during the performance of his office.

Throughout the fiscal year of 2020, Cristian Tundo received a remuneration of € 25,000.

Monica Mannino, Statutory Auditor

The Meeting held on 11 May 2018 resolved to grant to Ms Monica Mannino a gross annual compensation of € 20,000, in addition to the reimbursement of the expenses incurred during the performance of her office.

Throughout the fiscal year of 2020, Monica Mannino received a remuneration of € 20,000.

Marco Centore, Statutory Auditor

The Meeting held on 11 May 2018 resolved to grant to Marco Centore a gross annual compensation of € 20,000, in addition to the reimbursement of the expenses incurred during the performance of his office.

Throughout the fiscal year of 2020, Marco Centore received a remuneration of € 20,000.

4. SENIOR EXECUTIVES' REMUNERATION

With regard to the remuneration of the executive directors identified as senior executives, see the relevant paragraphs in Section II.

SECTION II

SECOND PART

The following tables show the analytical description of the remuneration awarded for the fiscal year of 2020 for any reason and under any form by the Company, its Subsidiaries and its Affiliates.

TABLE 1 (model 7-bis): Remuneration Awarded to the Senior Executives, the Board of Statutory Auditors, to the General Manager and to Other Managers with Strategic Responsibilities⁵

All the values shown in the tables are expressed in Euro.

(A)	(B)	(C)	(D)	-1	-2	-3			-5	-6	-7	-8
Name and Surname	Office	Term of Office	Expiration of Term of Office	Base Pay	Remuneration for Participation in Committees		Non-Equity Variable Compensation		Other Monetary Remuneration	Total	Fair Value of Equity Remuneration	Severance or termination of office indemnity
Board of Directors
Alessandro Giglio	Chairman of the Board of Directors and CEO	01/01/2020 – 31/12/2020	Approval of 2020 Financial Statements			Bonuses and Other Incentives	Profit Sharing
	(I) Fees for the Company that Prepares the Financial Statement			200,000.00 (emoluments) 10,800.00 (transfer allowance)				1,720.00		212,520.00
		(II) Remuneration from Subsidiaries and Affiliates
		(III) Total		210,800.00				1,720.00		212,520.00
Marco Riccardo Belloni	CEO and Executive Director from 23 July 2020	03/02/2020 – 31/12/2020	Approval of 2020 Financial Statements			Bonuses and Other Incentives	Profit Sharing
	Fees for the Company that Prepares the Financial Statement			8,334.00 (emolument as director) 58,977.94 (remuneration from employment)				6,494.80		73,806.74		2,237.34 (severance indemnity)
	Remuneration from Subsidiaries and
	Affiliates Total			67,311.94				6,494.80		73,806.74		2,237.34 (severance indemnity)
Massimo Mancini	Vice-Chairman of the Board of Directors (until 21 March 2020) and General Manager (until 30 April 2020)	01/01/2019 – 21/03/2020	Approval of 2020 Financial Statements			Bonuses and Other Incentives	Profit Sharing
	Fees for the Company that Prepares the Financial Statement			5,000.00 (emolument as director) 61,635.02 (remuneration from employment)				8,977.90		128,940.95		65,000.00 (redundancy incentive) 27,947.48 (severance indemnity)

		Remuneration from Subsidiaries and Affiliates		_____ 53,328.00 (remuneration for his office of Investor Relator)
		Total		119,963.05				8,977.90	128,940.95	92,947.48
Anna Maria Lezzi	Executive Director and Vice Chairwoman from 23 July 2020	01/01/2020 – 31/12/2020	Approval of 2020 Financial Statements			Bonuses and Other Incentives	Profit Sharing
	Fees for the Company that Prepares the Financial Statement			22,084 (emolument as director) 94,431.65 (remuneration from employment) of which 1,485.00 (transfer allowance)				1,840.00	119,840
	Remuneration from Subsidiaries and Affiliates
	Total			118,000.00				1,840.00	119,840
Yue Zhao	Non-Executive Director	3,750.00	Approval of 2020 Financial Statements			Bonuses and Other Incentives	Profit Sharing
	Fees for the Company that Prepares the Financial Statement			3,750.00					3,750.00
	Remuneration from Subsidiaries and Affiliates

	Total			3,750.00							3,750.00
Giorgio Mosci	Independent Director	01/01/2020 – 23/07/2020	Approval of 2020 Financial Statements				Bonuses and Other Incentives	Profit Sharing
	Fees for the Company that Prepares the Financial Statement			14,000 (emolument as director) _______ 5,000 (member of the Supervisory Committee)							19,000
	Remuneration	from Subsidiaries and Affiliates
		Total		19,000							19,000
Francesco Gesualdi	Independent Director	14/05/2020 – 31/12/2020	Resigned on 25/01/2019				Bonuses and Other Incentives	Profit Sharing
	Fees for the Company that Prepares the Financial Statement			12,500.00							12,500.00
	Remuneration from Subsidiaries and Affiliates
		Total		12,500.00							12,500.00
	Independent Director	04/02/2019 – 25/01/2019					Bonuses and Other Incentives	Profit Sharing
Silvia Olivotto	Fees for the Company that Prepares the Financial Statement			33,750.00							33,750.00
		Remuneration from Subsidiaries and Affiliates
	Total			33,750.00							33,750.00
Carlo Micchi	Executive Director	01/01/2020 – 24/03/2020					Bonuses and Other Incentives	Profit Sharing

Financial

	Reporting Officer and CFO	01/01/2020 – 31/12/2020
		Fees for the Company that Prepares the Financial Statement		4,604.00 (emolument as director) ___ 100,000 (remuneration for his office of Financial Reporting Officer and CFO)					104,604.00
		Remuneration from Subsidiaries and Affiliates
		Total		104,604.00					104,604.00
							Board of Statutory Auditors
	Chairman of Approval of 01/01/2019 the Board of 2020 – Statutory Financial 31/12/2019 Auditors Statements				Bonuses and Other Incentives	Profit Sharing
Cristian Tundo		Fees for the Company that Prepares the Financial Statement		25,000					25,000
		Remuneration from Subsidiaries and Affiliates

Total 25,000 25,000

Financial Statement 20,000 20,000

Total 20,000 20,000

Bonuses and Other Incentives

Bonuses and Other Incentives

Monica Mannino

Marco Centore Statutory Auditor

Statutory Auditor

01/01/2019 – 31/12/2019

Fees for the Company that Prepares the

Remuneration from Subsidiaries and Affiliates

01/01/2019 – 31/12/2019

Approval of 2020 Financial Statements

Approval of 2020 Financial Statements

Profit Sharing

Profit Sharing

	Fees for the Company that Prepares the Financial Statement	20,000				20,000
	Remuneration from Subsidiaries and Affiliates
	Total	20,000				20,000
	01/01/2020 – 31/12/2020		Bonuses and Other Incentives	Profit Sharing
Senior Executives	Fees for the Company that Prepares the Financial Statement	388,121.30 (including salaries and consultancy contracts comparable to executive contracts)	70,000		37,788.20	495,909.50	277,500 (redundancy indemnity and non competion agreements) 67,292.13 (severance indemnity)
	Remuneration from Subsidiaries and Affiliates
	Total	388,121.30	70,000		37,788.20	495,909.50	344,792.13

TABLE 2 (model 7-bis): Stock Options Awarded to the Members of the Board of Directors, the Board of Statutory Auditors, to the General Manager and to Other Senior Executives⁶

				Beginning of the Fiscal Year	Options Held at the			Options Granted		During the Fiscal Year				Options Exercised During the Fiscal Year	Options Expired in the Fiscal Year	Options Held at the End of the Fiscal Year	Options Relating to the Fiscal Year
A	B	(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)	(10)	(11)	(1 2)	(13)	(14)	(15) = (2)+(5)- (11)-(14)	(16)

All the values shown in the tables are expressed in Euro.

Name and Surname	Office	Plan	N um be r o f O pt io ns	Ex er ci se P ric e	Pe Po rio ss ib d le (fr E om xe rc -to is ) e	N um be r o f O pt io ns	Ex er ci se P ric e	Pe Po rio ss ib d le (fr E om xe rc -to is ) e	D Fa at ir e V al ue o n G ra nt	G ra nt D at e	D A U M at llo nd ar e ke er ca ly t P tio in ric n g on e O of G pt S io ra ns ha nt ' re s	N um be r o f O pt io ns	Ex er ci se P ric e	Ex U M nd ar er ke er ci ly t P se in D ric g at e Sh e of ar es o n	N um be r o f O pt io ns	N um be r o f O pt io ns	Fa ir V al ue
Alessandro Giglio	Chair man and Chief Execu tive Office r	Stock Option Plan 2018 - 2021
(I) Fees for the Company that Prepares the Financial Statement			315, 000	2.95	Up to 20% after one year from the grant date, and for a period of more than three years Up to 30% after one year from the grant date, and for											315,000	0

					a period of more than three years Up to 50% after one year from the grant date, and for a period of more than three years
(II) Remuneration from Subsidiaries and Affiliates
(III) Total			315, 000								315,000	0
Anna Maria Lezzi	Execu tive Direct or	Stock Option Plan 2018 - 2021
(I) Fees for the Company that Prepares the Financial Statement		32,0 00	2.95	Up to 20% after one year from the grant date,						32,000	0

		and for a period of more than three years Up to 30% after one year from the grant date, and for a period of more than three years Up to 50% after one year from the grant date, and for a period of more than three years
(II) Remuneration from Subsidiaries
and Affiliates
(III) Total			32, 00		0.873 1				32,000	0

Among the senior executives Massimo Mancini's options are included, as director who resigned on 21 March 2020 and as general manager who resigned on 30 April 2020.

		years Up to 50% after one year from the grant date, and for a period of more than three years
(II) Remuneration from Subsidiaries and Affiliates
(III) Total	110, 000							110,000	0

TABLE 3B (schedule 7-bis): Incentive Plans for Members of the Board of Directors, the Board of Statutory Auditors, for the General Manager and for Other Senior Executives ⁸

A	B		(1)			(2)		(3)			(4)
Name and Surname	Office		Plan			Bonuses for this Year		Bonuses from Previous Years			Other Bonuse s
					(A)	(B)	(C)	(A)	(B)	(C)
Alessand ro Giglio	- Chairman - and, until 23 July 2020, also CEO				Payable/Paid	Deferred	Deferral Period	No Longer Payable	Payable/ Paid	Still Deferred
Statement	(I) Fees for the Company that Prepares the Financial	MBO (approved on 24 March 2020)	Plan	2020	0	0	2020	n/a	n/a	n/a	0
(II)	Remuneration from Subsidiaries and Affiliates
(III) Total					0	0		n/a	n/a	n/a	0
Massimo	General				Payable/Paid	Deferred	Deferral	No	Payable/	Still

It should be noted that this Table includes all incentive plans of a monetary nature, for both the short and medium-to-long term, and that all the values shown in it are expressed in Euro. It is noted that the Company, with resolution of the Board of Directors adopted on 24 March 2020, in accordance with the Appointments and Remuneration Committee, decided not to apply the LTI Plan 2019-2021 for 2020.

Mancini	Manager				Period	Longer Payable	Paid	Deferred
Statement	(I) Fees for the Company that Prepares the Financial	MBO Plan 2020 (approved on 24 March 2020)	0	0	2020	n/a	n/a	n/a	0
(II)	Remuneration from Subsidiaries and Affiliates
(III) Total			0	0		n/a	n/a	n/a	0
Anna Maria Lezzi	Executive Director		Payable/Paid	Deferred	Deferral Period	No Longer Payable	Payable/ Paid	Still Deferred
Statement	(I) Fees for the Company that Prepares the Financial	MBO Plan 2020 (approved on 24 March 2020)	0	0	2020	n/a	n/a	n/a	0
(II)	Remuneration from Subsidiaries and Affiliates
(III) Total			0	0		n/a	n/a	n/a	0
Senior Executiv es (no. 1)			Payable/Paid	Deferred	Deferral Period	No Longer Payable	Payable/ Paid	Still Deferred
Statement	(I) Fees for the Company that Prepares the Financial	MBO Plan 2020 (approved on 24 March 2020)	0	0	2020	n/a	n/a	n/a	0

(II) Remuneration from Subsidiaries and Affiliates
(III) Total	0	0	n/a	n/a	n/a	0

TABLE 1 (schedule 7-ter): Investments in associates of Members of the Board of Directors, the Board of Statutory Auditors, of the General Manager in the Company and in its Subsidiaries⁹

SURNAME AND NAME	OFFICE	INVESTEE COMPANIES		NUMBER OF SHARES HELD AT THE END OF THE PREVIOUS FISCAL YEAR	NUMBER OF SHARES BOUGHT	NUMBER OF SHARES SOLD	NUMBER OF SHARES HELD AT THE END OF THE CURRENT FISCAL YEAR
Giorgio Mosci	Independent	Giglio S.p.A.	Group	22,500	-	-	ns

TABLE 2 (schedule 7-ter): Investments in associates of Other Senior Executives in the Company and its Subsidiaries

It is noted that, for the sake of completeness, the Chairman and CEO Alessandro Giglio holds an investment of 99% in Meridiana Holding S.r.l., which, in turn, holds 55.671% of Giglio Group's share capital.

It is also noted that Giorgio Mosci resigned on 23 July 2020; the Company did not receive as of then any communication regarding the acquisition and the sale of shares from Mr Mosci.

NUMBER OF SENIOR EXECUTIVES	INVESTEE COMPANY	NUMBER OF SHARES HELD AT THE END OF THE PREVIOUS FISCAL YEAR	NUMBER OF SHARES BOUGHT	NUMBER OF SHARES SOLD	NUMBER OF SHARES HELD AT THE END OF THE CURRENT FISCAL YEAR
4	Giglio Group S.p.A.	750	81,218	0	97,634

VOTE EXPRESSED BY THE SHAREHOLDERS' MEETING ON SECTION II OF THE REMUNERATION REPORT AND ON THE COMPENSATION PAID IN THE PREVIOUS YEAR

In the first year of application of the law that introduced the shareholders' vote also on Section II of the Report, the percentage of votes in favour reached 99.128793% of the shares issued.

The Company took into account, while elaborating the policy, the positive vote obtained in the previous fiscal year, without significantly changing the policy, but by elaborating the new, incentivising remuneration plans in line with the new Industrial Plan and the new strategic objectives.