Intercos — Remuneration Information 2024

Mar 21, 2024

1 INTERCOS GROUP

PURSUANT TO ARTICLE 123-TER OF THE CFA

Intercos S.p.A.

https://www.intercos-investor.com/ Approved by the Board of Directors on February 29, 2024

CONTENTS

A.

1.

2.

• 2.1
• 2.2
• 2.3
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	SECTION I - REMUNERATION POLICY	19
1.	GOVERNANCE OF THE REMUNERATION PROCESS	20
1.1	Bodies and parties involved	20
1.2	Shareholders' Meeting	21
1.3	Board of Directors	22
1.4	Appointments and Remuneration Committee	23
1.5	Board of Statutory Auditors	25
1.6	Appointment of independent experts	25
1.7	Process for defning and approving the Remuneration Policy	25
1.8	Process for temporary waiver of the Remuneration Policy	27
2.	PURPOSE, PRINCIPLES, CONTENT AND BENEFICIARIES OF THE REMUNERATION POLICY	28
2.1	Remuneration Policy objectives	28
2.2	Principles of the Remuneration Policy	29
2.3	Content and benefciaries of the Remuneration Policy	30
	2.3.1 Remuneration of Directors not holding special ofces	31
	2.3.2 Chairperson of the Board of Directors	32
	- Pay mix	32
	- Fixed remuneration	32
	- Non-monetary benefts	32
	- Indemnity in the case of dismissal or termination of employment	32
	- Non-competition agreements	32
	2.3.3 Chief Executive Ofcer and other Executive Directors	32
	- Pay mix	32
	- Fixed remuneration	33

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18

INTRODUCTION

EXECUTIVE SUMMARY

REMUNERATION POLICY

SUMMARY OF 2024 REMUNERATION POLICY

INTERCOS BUSINESS STRATEGY

INTERCOS PEOPLE STRATEGY

MAIN CHANGES/ADDITIONS TO THIS REPORT AND THE 2024 REMUNERATION POLICY RESULTS OF VOTING ON THE REMUNERATION POLICY AND REPORT

GLOSSARY

b.

SECTION II: COMPENSATION PAID	43
1. INTRODUCTION	45
2. PART ONE- REMUNERATION ITEMS	46
2.1 Proportion between fxed and variable compensation paid 2.2 Fixed remuneration 2.2.1 Directors not holding special ofces and members of the internal Board committees 2.2.2 Chairperson of the Board of Directors 2.2.3 Chief Executive Ofcer and Executive Directors 2.2.4 Senior Executives 2.3 Short-Term Variable Compensation 2.3.1 Chief Executive Ofcer and Executive Directors 2.3.2 Senior Executives 2.4 Non-monetary benefts 2.5 Termination of ofce or employment	46 46 46 47 47 47 48 48 49 49 49
2.6 Exceptions to the Remuneration Policy 2.7 Variable component ex-post correction mechanisms 2.8 Annual change in remuneration	49 50 50
2.9 Vote cast by the Shareholders' Meeting in 2023 3. PART TWO - BREAKDOWN OF FEES PAID DURING THE YEAR	51 52

- Short-term variable incentive: STI	33
- Incentive curves	35
- Long-term variable incentive: LTI	36
- Good and bad leaver and clawback clauses	39
- Retention bonuses and other types of monetary incentives	39
- Non-monetary benefts	40
- Indemnity in the case of dismissal or termination of employment	40
- Non-competition agreements	40
2.3.4 Senior Executives	40
- Pay mix	40
- Fixed remuneration	40
- Short-term variable incentive: STI	41
- Long-term variable incentive: LTI	41
- Average pay mix	41
- Non-monetary benefts	42
- Special bonus	42
- Indemnity in the case of dismissal or termination of employment	42
- Non-competition agreements	42
2.3.5 Remuneration of the members of the Control Board	42

CHIEF EXECUTIVE OFFICER/CEO:

the Chief Executive Ofcer of Intercos S.p.A.

EXECUTIVE DIRECTORS:

pursuant to the CG Code, Chief Executive Ofcers of the Company or of a subsidiary with strategic importance, including the relative Chairperson, are those attributed individual powers of management or when they have a specifc role in the strategies of the business; Executive Directors are also those that hold directive ofces within the Company or within a subsidiary company with strategic importance, or in the parent company if the appointment also concerns Intercos.

MEETING OR SHAREHOLDERS' MEETING:

the Shareholders' Meeting of Intercos S.p.A.

ARC:

the Appointments and Remuneration Committee of Intercos.

CODE/CG CODE:

the Corporate Governance Code for listed companies approved in January 2020 by the Corporate Governance Committee.

CIVIL CODE/CIV. COD./C.C.:

the Italian Civil Code.

BOARD OF STATUTORY AUDITORS:

the Board of Statutory Auditors of Intercos S.p.A.

CG COMMITTEE/CORPORATE GOVERNANCE COMMITTEE:

The Italian Committee for the Corporate Governance of listed companies, promoted by Borsa Italiana S.p.A., ABI, ANIA, Assogestioni, Assonime and Confndustria.

BOARD OF DIRECTORS OR THE BOARD OR BOD:

the Board of Directors of Intercos S.p.A.

REPORTING DATE:

the date of approval of this Report by the Board of Directors of Intercos.

TRADING COMMENCEMENT DATE:

the date of November 2, 2021, the frst day the shares of Intercos were traded on the Euronext - Milan exchange.

EARNING BEFORE INTEREST TAX DEPRECIATION AND AMORTIZATION OR EBITDA:

this is an indicator of operating performance. It is calculated as net income for the year before taxes, net fnancial income (expense) and amortization, depreciation and impairment, as reported in the statutory or consolidated fnancial statements, as appropriate1 .

EARNINGS PER SHARE OR EPS:

the "virtual unitary share" of net income available to ordinary shareholders, calculated by dividing the net income available, as per the approved consolidated fnancial statements, by the average number of shares in the year in question.

ESG:

acronym for Environment, Social, Governance: it refers to three central factors in measuring the sustainability of a company. The factors under letter (E) refer to environmental impact, including parameters such as carbon dioxide emissions, efciency in the use of natural resources, attention to climate change, population growth, biodiversity and food security, but also indirect factors such as the impact operators may have on the climate and the environment, or in investment and fnancing processes. Factors under (S) refer to a company's social impact, including respect for human rights, working conditions, attention to equality and inclusion in the treatment of people and employees, control of the supply chain, customer focus, and sustainable impact on communities. Factors under (G) refer to aspects of corporate governance, including the presence of Independent Directors and diversity policies (gender, ethnicity, etc.) on the composition of the Board of Directors and, in particular, issues relating to the internal system of processes, procedures and controls that the organization adopts for its governance, to comply with laws and regulations and to meet the needs of stakeholders.

EURONEXT - MILAN:

the stock exchange organized and managed by Borsa Italiana S.p.A.

GROUP EBITDA MARGIN:

the EBITDA margin measures the ratio in percentage terms between the EBITDA economic indicator and revenue.

INTERCOS GROUP OR GROUP:

collectively, Intercos S.p.A. and the companies directly or indirectly controlled by it pursuant to Article 93 of the CFA.

LONG-TERM INCENTIVE PLAN (LTI):

the long-term incentive plan that entitles the persons involved a bonus in relation to the achievement of multi-year targets defned at company level.

SHORT-TERM INCENTIVE PLAN (STI):

the short-term incentive that entitles the persons involved to receive an annual cash bonus, based on the objectives established and agreed with each person participating in the Plan.

BUSINESS PLAN:

the 2024-2028 Business Plan approved by the Board of Directors of Intercos on February 22, 2024.

NET FINANCIAL POSITION OR NFP:

this is an indicator used in fnancial statement analysis that represents the company's net debt to third parties in terms of fnancial payables net of cash and cash equivalents.

CONSOB ISSUERS' REGULATION OR ISSUERS' REGULATION:

Regulation issued by Consob Resolution No. 11971 of 1999 (as subsequently amended).

REPORT/REMUNERATION REPORT:

the Remuneration Policy and Report that the Company is required to prepare and publish in accordance with Article 123-ter of the CFA and Article 84-quater of the Consob Issuers' Regulation.

CG REPORT:

the Corporate Governance and Ownership Structure Report that companies are required to prepare in accordance with Article 123-bis of the CFA.

COMPANY OR INTERCOS:

Intercos S.p.A.

TOTAL SHAREHOLDER RETURN OR TSR:

the total return on an equity investment, calculated as the sum of the following components:

1. capital gain: ratio between the change in the share price (diference between the price recorded at the end and at the beginning of the reporting period) and the price recorded at the beginning of the same period;

2. reinvested dividends: the ratio of dividends per share distributed during the reporting period to the share price at the beginning of the period. The dividends are considered reinvested in the stock.

CFA:

Legislative Decree No. 58 of February 24, 1998 (Consolidated Finance Act) in force at the Reporting Date.

VALUE ADDED SALES:

calculated as the diference between revenues for the year, as per the Issuer's consolidated fnancial statements, and the costs incurred for packaging, net of those relating to products in the Delivery System segment.

IN ADDITION TO THE TERMS DEFINED WITHIN THIS REPORT, THE TERMS LISTED BELOW SHALL HAVE THE FOLLOWING MEANINGS ASCRIBED TO THEM:

¹ We note that for the purposes of ascertaining the achievement of the operating performance indicators within the Group, the reference EBITDA is the consolidated EBITDA of the Intercos Group determined by applying the criteria set forth in the loan agreement entered into on December 17, 2019 by the Company with the bank syndicate comprising "Banca IMI S.p.A.", "BNP Paribas - Italian Branch", "UniCredit S.p.A.", "Crédit Agricole Italia S.p.A.", "Crédit Agricole Corporate and Investment Bank, Milan Branch", "Banca Nazionale del Lavoro S.p.A." and "Intesa Sanpaolo S.p.A.", or by any subsequent Group loan agreement replacing the aforementioned agreement within the date of ascertainment.

INTRO- DUCTION

• SECTION I illustrates in a clear and comprehensible manner the policy (the "Remuneration Policy" or the "Compensation Policy") adopted by Intercos with reference to the members of the Board of Directors and, without prejudice to the provisions of Article 2402 of the Civil Code, of the Controlling Body, as well as the other "Senior Executives" identifed by the Board of Directors of Intercos (hereinafter the "SEs"), describing its general philosophy, the bodies involved and the procedures used for its adoption, review and implementation, including the measures aimed at avoiding or managing any conficts of interest. The Remuneration Policy is valid for one year, until the Shareholders' Meeting called to approve the 2024 fnancial statements; Section I of the Report, in compliance with the provisions of the CFA2 Shareholders' Meeting called to approve the 2023 fnancial statements;
• SECTION II illustrates the compensation paid in fscal year 2023 by the Company and its subsidiaries or associated companies by name for members of the Board of Directors (executive and non-executive), Statutory Auditors and, in aggregate, for other SEs. Section II of the Report, in compliance with the provisions of the CFA, is submitted to the advisory vote of the Ordinary Shareholders' Meeting called to approve the 2023 fnancial statements.

, is subject to the binding vote of the Ordinary

The Remuneration Policy described in Section I has been prepared in line with the recommendations on remuneration of the Corporate Governance Code, with which Intercos complies, and is consistent with the provisions of Consob3 .

The two sections of the Report are preceded by a paragraph in which some background information useful for reading the Remuneration Policy in relation to the Company's strategy is presented to the market and investors. The introductory section also provides an at-a-glance summary of the main elements of the Remuneration Policy and the changes from the Remuneration Policy last submitted to the Shareholders' Meeting, and how that revision took into account the votes cast and views expressed by shareholders at that meeting or subsequently.

Moreover, Section II contains: (i) information - according to the criteria set out in Annex 3A, Schedule 7-ter of the Issuers' Regulation - on the equity investments held in the Issuer and its subsidiaries by the members of the management and control boards, as well as by spouses who are not legally separated and minor children, pursuant to the provisions of Article 84-quater, paragraph 4 of the Issuers' Regulation; and (ii) information on the fnancial instruments allocated in implementation of the remuneration plans based on fnancial instruments, in compliance with the provisions of Article 84-bis, paragraph 5 of the Issuers' Regulation.

This Report is available to the public at the registered ofce of the Company in Milan (MI), Piazza Generale Armando Diaz no. 1, Italy, as well as on the Company's website www.intercos-investor.com in the Governance section.

2 Article 123-ter of the CFA, which stipulates that "at least twenty-one days before the date of the Shareholders' Meeting [...] listed companies shall make available to the public a remuneration policy and report, at their registered ofce, on their website and in accordance with the other procedures established by Consob in its regulations". The same Article 123-ter, paragraph 3-bis of the CFA states that "companies shall submit the remuneration policy [...] to the vote of the shareholders at least every three years or on the occasion of changes to the policy". Paragraph 3-ter states that "the resolution provided for in paragraph 3-bis is binding" (i.e. on Section I of this document), further adding that "if the Shareholders' Meeting does not approve the remuneration policy submitted for a vote pursuant to paragraph 3-bis, the company shall continue to pay remuneration in accordance with the most recent remuneration policy approved by the shareholders' meeting or, failing that, may continue to pay remuneration in accordance with current practices".

3 Specifcally, the Issuers' Regulation.

This Report, approved by the Board of Directors of Intercos S.p.A. on February 29, 2024, on the proposal of the ARC, prepared in accordance with Article 123-ter of the CFA, is divided into the following sections:

EXECUTIVE SUMMARY

EXECUTIVE SUMMARY

The Intercos Remuneration Policy is closely related to the Company's business strategy, as described in the following paragraph; the ESG component, and in particular the sustainability of the Group's business strategy, is one of the founding and guiding elements of Intercos' work, which targets the creation of longterm value for the organization (in relation to internal stakeholders, such as the Group's human capital) and for society (with particular reference to external stakeholders, such as shareholders, suppliers and third parties in general) by integrating sustainability variables into the assessment of all aspects of the organization's context and processes.

"WE LIVE OUR VALUES", "WE CARE FOR PEOPLE" AND "WE BELIEVE IN SUSTAINABLE BEAUTY" ARE THE THREE MAIN GUIDELINES (ALSO OUTLINED IN THE INTERCOS CONSOLIDATED NON-FINANCIAL STATEMENT PREPARED IN ACCORDANCE WITH LEGISLATIVE DECREE NO. 254/2016) THROUGH WHICH THIS ACTION IS EXPRESSED.

These aspects are dynamically incorporated into the Remuneration Policy also through the provision of sustainability KPIs within the long-term incentive system, as better described below.

INTERCOS BUSINESS STRATEGY

The Intercos Business Strategy, as envisaged in the Business Plan, is based on the following fundamental pillars, to which the Company's Remuneration Policy is linked as a fundamental tool for the pursuit of medium-long term strategic objectives:

The people strategy leverages the following guiding principles and connected processes and initiatives:

• People: ensuring an Employee Value Proposition that allows Intercos' staf who are the key and enabling factor in the company's sustainable success - to reach their full potential;
• Meritocracy: investing in, valuing, and rewarding staf who achieve signifcant performance thanks to behaviors that aligns with the Intercos leadership model;
• Innovation: equipping people and the company as a whole with innovative digital equipment, methods and tools, increasing the efectiveness and efciency of business processes and productivity;
• Customer-Centricity: developing, producing and delivering products and services that meet the real needs of customers in order to develop empathy with customers and build customer loyalty, generating business growth and efciency;
• Sustainability: to ensure Intercos' medium- and long-term commitment to the Sustainable Development Goals set out in the UN 2030 Agenda, particularly in terms of environmental sustainability, gender equality, and workplace safety.

The processes and initiatives respond to the people strategy's priorities and for the organization and its people throughout the various phases of the employee life cycle.

As part of this vision, and in line with the company's values ("We live our values"), Intercos' Leadership Model identifes conduct that is critical in supporting the business strategy and the creation of a welldefned, shared corporate culture.

INTERCOS PEOPLE STRATEGY

With specifc reference to the topic of "We care for People", Intercos is constantly committed to attracting, developing, retaining and engaging the best people in all the countries in which it operates, in order to guarantee, on the one hand, efective long-term leadership, and, on the other, the continuity of skills and excellence, both individual and company-wide, while always taking best market practices into consideration.

As such, the company has developed a People Strategy based on three fundamental pillars that function as enabling and preparatory factors in achieving the economic, fnancial, strategic and sustainability goals that the company has set out in its business plan:

PILLARS OF THE BUSINESS STRATEGY	SHORT-TERM INCENTIVE	LONG-TERM INCENTIVE
Innovation and R&D as a creation of shareholder value		Relative TSR Cumulative EPS
Consolidate and increase busi ness unit growth and related mar gins	EBITDA NFP Value Added Sales	Cumulative EPS
Expansion of target markets also through M&A operations and con solidation of leadership in markets already covered	EBITDA Value Added Sales	Relative TSR Cumulative EPS
Customer portfolio expansion
Optimization of the Supply Chain also through the reduction of the environmental impact	EBITDA NFP	Cumulative EPS Reducing CO2 Emissions – Scope 1 and Scope 2

INTERCOS LEADERSHIP MODEL

Empower supervisors to manage and develop our staf

Performance Enhancement

Ensure that pay systems contribute

to:

• (a) the achievement of the Company's strategic corporate objectives, the pursuit of medium- to long-term corporate interests and the sustainable success of the Company; and gement, including through

Group.

Short-Term Incentive Long-Term Incentive

Fixed remuneration Non-monetary benefts Short-Term Incentive Long-Term Incentive

Long-Term Incentive

INTERCOS APPLIES THE PRINCIPLES OF THE REMUNERATION POLICY ACROSS THE BOARD TO ALL THE RESOURCES THAT CONTRIBUTE TO THE GROUP'S WORK, IN AN INCLUSIVE MANNER AT EACH LEVEL OF THE ORGANIZATION (WE CARE FOR PEOPLE) AND WITH THE AIM OF CREATING A CORPORATE CULTURE TARGETED AT CREATING LONG-TERM SUSTAINABLE VALUE (WE BELIEVE IN SUSTAINABLE BEAUTY). AT THE SAME TIME IT MAINTAINS A SPECIAL FOCUS ON KEY PEOPLE WHO CAN CONTRIBUTE TO THE ACHIEVEMENT OF THE COMPANY'S OBJECTIVES, IN LINE WITH THE GROUP'S VALUES (WE LIVE OUR VALUES).

REMUNERATION POLICY

Intercos' Remuneration Policy, defned in accordance with the corporate governance model adopted by the Company and in line with the recommendations of the CG Code, is summarized below:

In line with its corporate values and the guidelines of its people Strategy, Intercos guarantees all its employees the same work opportunities and fair treatment in terms of regulations and remuneration. Intercos is committed to providing an inclusive working environment, free from discrimination of any kind, in which diferent personal and cultural characteristics and orientations are considered an asset. To this end, the Company not only undertakes to respect and apply the regulatory framework of the countries in which it operates, but also develops company policies aimed at guaranteeing equal opportunities for all the diferent types of workers, with the intention of discouraging the emergence of possible prejudice, harassment and discrimination of any kind (linked, for example, to race, nationality, ethnicity, culture, religion, sexual orientation, age and disability), in full respect of human rights.

This context ensures that the key elements of the Remuneration Policy - and more generally of the management of its people - are the principle of internal equity and the enhancement of merit and of distinctive and critical professional skills. In fact, the Remuneration Policy is defned and implemented in full consistency with the process of strategic planning of human resources and the results of the assessments of the skills, potential and performance of individuals, while at the same time ensuring that it is aligned with best practices, trends, and the needs and legal frameworks of the markets in which the Group operates.

INTERCOS VALUES

Executive Directors:

Gianandrea Ferrari: target opportunity 59% base salary / max payout opportunity 100% base salary

The above opportunities are valued based on the market price of the stock in the three months prior to 02/02/2024

Executive Chairperson, CEO and Executive Directors:

SEs: The compensation ofer is supplemented with the nonmonetary benefts provided for by the relevant national collective bargaining agreements (CCNL) and company practices (i.e., professional and extra-professional accident policy, disability and death policy, supplementary pension, supplementary medical insurance and annual check-up, allocation of a car for mixed use and fuel card, company devices)

Executive Chairperson: N/A

CEO Non-competition

agreement: 11% of the relevant fxed remuneration on an annual basis, the amount of which is paid on a continuing basis.

		SUMMARY OF 2024		COMPENSATION COMPONENT	PURPOSE	CONDITIONS FOR IMPLEMENTATION	AMOUNTS/BENEFITS ATTRIBUTED
		REMUNERATION POLICY		Long-term variable incentive	Promote sustainable long-to-medium term value creation	"2023-2025 Performance Shares Plan" - 2024-2026 Cycle	CEO: target opportunity 63% base salary / max payout opportunity 107% base salary
COMPENSATION COMPONENT	PURPOSE	CONDITIONS FOR IMPLEMENTATION	AMOUNTS/BENEFITS ATTRIBUTED			Targets: 2026 Relative TSR (45%); 2026 Cumulative EPS (35%); 2026 Scope 1 and Scope 2 CO2 Emissions Reduction (20%).	Executive Directors: Ludovica Arabella Ferrari: target opportunity 48% base salary / max payout opportunity 81% base salary
Fixed remuneration	Attract, motivate and retain resources with key skills and expertise	Verifcation of salary positioning relative to market salary levels based on assigned role and responsibilities.	Executive Chairperson: Euro 1,640,000.00 CEO: Euro 800,000.00 Executive Director Ludovica Arabella Ferrari: Euro 355,000.00 Executive Director Gianandrea Ferrari: Euro 240.000.00 (see details below)			Plan reserved for benefciaries (employees and Directors of the Group) identifed by the Board of Directors or to be identifed by name by the Board of Directors upon the proposal of the Chief Executive Ofcer, from among the managers of the Company or its subsidiaries (including Executive Directors and SEs) who hold positions with the greatest impact on the Company's results or with strategic importance for the achievement of the Group's long-term objectives.	Gianandrea Ferrari: target opportunity 59% base salary / max payout opportunity 100% base salary SEs: target opportunity 40-71% of base salary / max payout opportunity 69-120% of base salary The above opportunities are valued based on the market price of the stock in the three mon ths prior to 02/02/2024
Short-term variable incentive	Promote achievement of annual goals and	Chief Executive Ofcer: 2024 Objectives: Group EBITDA (50%) / Group NFP (30%) / Value Added Sales	SEs: commensurate with assigned role and experience Chief Executive Ofcer: target opportunity 70% base salary / max payout opportunity 105% base	Non-monetary benefts	Integrating the compensation package	Executive Chairperson, Chief Executive Ofcer and Executive Directors, SEs: Benefts foreseen by the relevant national collective bargaining agreements (CCNL) and/or	Executive Chairperson, CEO and Executive Directors: Includes, but is not limited to, cell phones and laptop computers, company cars, supplemental health and accident, disability and
	performance enhancement	(20%) Executive Directors: 2024 Targets Ludovica Arabella Ferrari: Group EBITDA (40%) / Group NFP (25%) / Value Added Sales (15%) / Function / Legal Entity / Country /Region / Individual Targets (20%). 2024 Targets Gianandrea Ferrari: Group EBITDA (25%) / Group NFP (15%) / Value Added Sales (10%) / Function / Legal Entity / Country / Region / Indivi dual Targets (50%).	salary Executive Directors: target opportunity 40% of base salary for Ludovica Arabella Ferrari and 30% of base salary for Gianandrea Ferrari / max payout opportunity 60% of base salary for Ludovica Arabella Ferrari and 45% of base salary for Gianandrea Ferrari SEs: target opportunity 30%- 40% of base salary / max payout opportunity 45%-60% of base			Remuneration Policy	death insurance coverage. SEs: The compensation ofer is supplemented with the non monetary benefts provided for by the relevant national collective bargaining agreements (CCNL) and company practices (i.e., professional and extra-professional accident policy, disability and death policy, supplementary pension, supplementary medical insurance and annual check-up, allocation of a car for mixed use and fuel card, company devices)
		SEs: 2024 Objectives: Group EBITDA (40%) / Group NFP (25%) / Value Added Sales (15%) / Function / Legal Entity / Country / Region / Individual Targets (20%).	salary	Termination of ofce and/ or employment relationship	Attract and/ or retain management resources	Executive Chairperson: N/A Chief Executive Ofcer and Executive Directors: N/A. A non-competition agreement is in place with the Chief Executive Ofcer, valid for twelve months from the date of leaving ofce.	Executive Chairperson: N/A CEO Non-competition agreement: 11% of the relevant fxed remuneration on an annual basis, the amount of which is paid on a continuing basis.

Chief Executive Ofcer and Executive

The 2024 Remuneration Policy was established with a view to continuity and consolidation with the previous year's Policy, in accordance with current mandatory regulatory requirements.

Despite obtaining broad agreement at the Shareholders' Meeting that approved the 2023 Remuneration Report, with a view to constantly improving the information contained within the Report, adopting market best practices, and incorporating guidance from institutional investors and proxy advisors, the Company has decided to make some additions to the 2024 Report to extend the communication ofered to the market and to share clear, complete, and comprehensive information, as described below.

Changes to Executive Director compensation packages (other than the Chief Executive Ofcer and the Chairperson)

Compared to the Remuneration Policy approved by the Company's Shareholders' Meeting on April 28, 2023, the Remuneration Policy approved by the Board of Directors on February 29, 2024 on the proposal of the Appointments and Remuneration Committee, contains the following proposed changes as regards the fxed component of the remuneration of Executive Directors (other than the Chief Executive Ofcer and the Chairperson) to be paid in addition to the gross annual fxed remuneration received for serving as a Board Director of Intercos:

• an increase in the gross annual fxed remuneration to be paid to Ludovica Arabella Ferrari for the position of Executive Director

of Intercos, from Euro 290,000.00 to Euro [330,000.00] (see section [2.3.3] below);

• an increase in the fxed gross annual remuneration to be paid to Gianandrea Ferrari for the position of Chairperson of the Board of Directors and Chief Executive Ofcer of Intercos Europe S.p.A., from Euro 200,000 to Euro [215,000.00] (see section [2.3.3] below).

The compensation review was consistent with the Executive Directors' compensation benchmarks and took into account the internal reorganization of the Intercos Group. This provided for expanded roles and increased responsibilities for the aforementioned Executive Directors and was approved by the Board of Directors on February 29, 2024 following consultation with the Appointments and Remuneration Committee.

Working conditions of employees

The executive summary was expanded as it was considered important to devote a specifc section to Intercos' People Strategy. The objective of this change is to provide a comprehensive and detailed view on the subject and, in general, on the main initiatives in place to foster employee training, growth, welfare and well-being. The inclusion of this specifc section in the Remuneration Report demonstrates Intercos' commitment to valuing and supporting its people, recognizing the importance of investing in them for the Company's success and sustainability.

Peer Group criteria

To ensure greater clarity and completeness regarding the crite-

ria used to determine the Remuneration Policy, it was deemed appropriate to provide further details on the work to defne the Peer Group for the fgures to referred to in the Report: Chief Executive Ofcer, Executive Chairperson, Executive Directors, Senior Executives. This addition provides more tools for the reader to understand the underlying reasons behind the choice of Peer Group companies.

Short-term variable incentive plan (2024 STI)

To broaden and enrich disclosure on the objectives of the short-term variable incentive system (2024 STI) and the link between bonus and performance, a table has been added that provides a summary of the economic and fnancial objectives underlying the system and the relationship between performance and the related bonus.

Work of the Appointments and Remuneration Committee

The Appointments and Remuneration Committee plays a key role in defning the Remuneration Policy. It was therefore deemed useful to include a detailed outline of the Committee's activities in FY2023, consistent with the recommendations set out in the Corporate Governance Code and current regulations, and to provide evidence of the commitment and efort made by the Committee members themselves.

RESULTS OF VOTING ON THE REMUNERATION POLICY AND REPORT

MAIN CHANGES/ADDITIONS TO THIS REPORT AND THE 2024 REMUNERATION POLICY

The 2023 Remuneration Policy and Report was widely supported by shareholders, with 94% of the Shares represented at the Shareholders' Meeting voting in favor for Section I, and 96% of the Shares represented at the Shareholders' Meeting voting in favor for Section II, thus expressing the support of an absolute majority of Shareholders. The graph below illustrates the outcome of the vote:

As noted above, Intercos confrms its commitment to continuously improving the Remuneration Policy, raising the standards of disclosure with a focus on aspects linked to the relationship between remuneration and sustainable performance.

COMPENSATION COMPONENT PURPOSE	CONDITIONS FOR IMPLEMENTATION	AMOUNTS/BENEFITS ATTRIBUTED

SEs: With reference to indemnities and severance pay, a maximum of 24 months' pay, in any case in compliance with the applicable national collective bargaining agreements (CCNL). With reference to the non-competition agreement, a maximum of 75% of the gross annual remuneration paid after termination of the employment relationship.

SEs: The Company may recognize additional compensation with respect to what is due in accordance with the provisions of the law in force and the applicable national and company collective bargaining agreements or severance indemnities. The Company may also enter into non-competition agreements with SEs that are valid for twelve months from the date of termination of employment.

A SECTION I: REMUNERA- TION POLICY

GOVERNANCE OF THE REMUNERATION PROCESS 1.

1.1 BODIES AND PARTIES INVOLVED

The preparation and approval of the Remuneration Policy involves the ARC, the Board of Directors, the Board of Statutory Auditors and the Shareholders' Meeting.

The Remuneration Policy for the members of the Board of Directors of Intercos is defned in accordance with the regulatory and statutory provisions, according to which:

• the Shareholders' Meeting determines an overall amount for the remuneration of all Directors, including Executive Directors;
• within the limits of the remuneration established by the Shareholders' Meeting, the determination of the remuneration due to each Director is carried out by the Board of Directors, taking into account the roles and powers assigned. The Board of Directors determines the remuneration of the Directors vested with special ofces in compliance with the By-Laws and for their participation in the Board Committees, having heard the opinion of the Board of Statutory Auditors.

In particular, the ARC, exercising its powers also as provided for in the CG Code, assists the BoD in the elaboration of the Remuneration Policy by formulating proposals regarding the structure and relative contents and, together with the BoD, monitors its correct implementation, as well as the need to make any revisions.

The BoD is, therefore, the board responsible for approving the Remuneration Policy, based on the proposal made by the ARC.

SUBSEQUENTLY, PURSUANT TO ARTICLE 123-TER, PARAGRAPHS 3-BIS AND 3-TER, OF THE CFA, DURING THE APPROVAL OF THE ANNUAL FINANCIAL STATEMENTS, THE SHAREHOLDERS' MEETING IS CALLED UPON TO RESOLVE IN FAVOR OR AGAINST THE REMUNERATION POLICY, AS DETAILED BELOW. THE TABLE BELOW SUMMARIZES THE PROPOSING BODIES, DECISION-MAKING BODIES AND SUPPORTING STRUCTURES FOR EACH PERSON COVERED BY THE REMUNERATION POLICY.

1.2 SHAREHOLDERS' MEETING

The duties of the Shareholders' Meeting, with respect to the matters of interest within the scope of this Report, are:

• determine the total amount for the remuneration of all the Directors, including Executive Directors and the remuneration of the Statutory Auditors; in particular, with regard to Directors, the By-Laws provide that the Shareholders' Meeting may not only determine a total amount for the remuneration of all Directors, including Executive Directors, but also grant Directors the right to receive a severance indemnity;
• express its binding vote on the Remuneration Policy adopted by the Company, pursuant to Article 123-ter, paragraphs 3-bis and 3-ter of the CFA;
• express its non-binding vote on the second section of the Company's Remuneration Policy and Report, pursuant to Article 123-ter, paragraph 6 of the CFA;

PARTY REMUNERATED	PROPOSAL BODY	DECISION-MAKING BODY	SUPPORT STRUCTURE	INDEPENDENT EXPERTS	• resolve on any remuneration plans based on fnancial instruments for Directors, employees (including Senior Executives) and collaborators, pursuant to Article 114-bis of the CFA.
Chairperson	Board of Directors	• Shareholders'			1.3 BOARD OF DIRECTORS The Intercos Board of Directors contains 11 members.
	assisted by the Appointments and	Meeting • Board of			NAME OFFICE
	Remuneration Committee	Directors			DARIO GIANANDREA FERRARI Executive Chairperson
					RENATO SEMERARI Chief Executive Ofcer
Chief Executive Ofcer	Board of Directors assisted by the	• Shareholders' Meeting			LUDOVICA ARABELLA FERRARI Executive Director
	Appointments and Remuneration	• Board of Directors			GIANANDREA FERRARI Executive Director*
	Committee				NIKHIL KUMAR THUKRAL Non-Executive Director
Directors	Board of Directors	• Shareholders'	Group Human		MICHELE SCANNAVINI Non-Executive Director
	assisted by the Appointments and	Meeting • Board of	Resources, Organization &	Independent	NIKHIL SRINIVASAN Non-Executive Director
	Remuneration Committee	Directors	Sustainability Function	consultant	CIRO PIERO CORNELLI Non-Executive Director
					GINEVRA OTT Non-Executive Director
Board of	Shareholders'	Shareholders'			PATRIZIA DE MARCHI Non-Executive Director
Statutory Auditors	Meeting	Meeting			MAGGIE FANARI (**) Non-Executive Director
SEs	Board of Directors assisted by the Appointments and Remuneration Committee	Board of Directors			() Considered an Executive Director in accordance with the CG Code, since, as per the Board of Directors' motion of July 13, 2022, he holds the position of Chairperson of the Board of Directors and Chief Executive Ofcer of Intercos Europe S.p.A., a subsidiary of Intercos with strategic importance. (*) We note that on February 29, 2024, Ms. Maggie Fanari resigned from her position as Non-Executive Director of Intercos S.p.A., efective March 1, 2024, following the termination of her professional relationship with "Ontario Teachers' Pension Plan", a shareholder of Intercos S.p.A. On February 29, 2024, the Board of Directors of Intercos S.p.A., having taken note of the resignation, resolved not to co-opt a Director to replace Ms. Maggie Fanari, taking into account the proximity of the Shareholders' Meeting called for April 11, 2024 to decide on the appointment of the new Board of Directors. It is understood that, until the date of the Shareholders' Meeting of April 11, 2024, the Board of Directors of Intercos S.p.A. will remain composed of the current members in ofce.

1.3 BOARD OF DIRECTORS

NAME	OFFICE
DARIO GIANANDREA FERRARI	Executive Chairperson
RENATO SEMERARI	Chief Executive Ofcer
LUDOVICA ARABELLA FERRARI	Executive Director
GIANANDREA FERRARI	Executive Director*
NIKHIL KUMAR THUKRAL	Non-Executive Director
MICHELE SCANNAVINI	Non-Executive Director
NIKHIL SRINIVASAN	Non-Executive Director
CIRO PIERO CORNELLI	Non-Executive Director
GINEVRA OTT	Non-Executive Director
PATRIZIA DE MARCHI	Non-Executive Director
MAGGIE FANARI (**)	Non-Executive Director

(*) Considered an Executive Director in accordance with the CG Code, since, as per the Board of Directors' motion of July 13, 2022, he holds the position of Chairperson of the Board of Directors and Chief Executive Ofcer of Intercos Europe S.p.A., a subsidiary of Intercos with strategic importance.

(**) We note that on February 29, 2024, Ms. Maggie Fanari resigned from her position as Non-Executive Director of Intercos S.p.A., efective March 1, 2024, following the termination of her professional relationship with "Ontario Teachers' Pension Plan", a shareholder of Intercos S.p.A. On February 29, 2024, the Board of Directors of Intercos S.p.A., having taken note of the resignation, resolved not to co-opt a Director to replace Ms. Maggie Fanari, taking into account the proximity of the Shareholders' Meeting called for April 11, 2024 to decide on the appointment of the new Board of Directors. It is understood that, until the date of the Shareholders' Meeting of April 11, 2024, the Board of Directors of Intercos S.p.A. will remain composed of the current members in ofce.

Pursuant to applicable law and the By-Laws, the Board of Directors has the following responsibilities under the Remuneration Policy:

• to determine the remuneration of Directors, including Senior Executives, in compliance with the By-Laws and within the limits of the total remuneration for all Directors established by the Shareholders' Meeting, having consulted the Board of Statutory Auditors;
• setting targets and approving business results for the incentive plans linked to the determination of variable remuneration for Executive Directors and SEs;
• approve general criteria for SE compensation;
• approve the Remuneration Report, to be submitted to the vote of the Shareholders' Meeting, binding with regard Section I and non-binding with regard to Section II.

It should be noted that all parties abstain from participating in board discussions and motions relating to their own remuneration.

1.4 APPOINTMENTS AND REMUNERATION COMMITTEE

The duties, powers and operating rules of the ARC are governed by the specifc regulation - approved by the Board of Directors on July 20, 2021 and subsequently confrmed on November 11, 2021 (the "ARC Regulation") - in line with the provisions contained in the CG Code, to which the Company adheres.

IN ACCORDANCE WITH THE PROVISIONS OF THE CG CODE, THE ARC IS COMPOSED ONLY OF NON-EXECUTIVE DIRECTORS, THE MAJORITY OF WHOM ARE INDEPENDENT, AND IS CHAIRED BY AN INDEPENDENT DIRECTOR:

Pursuant to the provisions of Article 2 of the ARC Regulations and the recommendations of the CG Code (see Recommendation 26), the ARC is composed of 3 Non-Executive Directors, the majority of whom meet the independence requirements set out in the CG Code, and is chaired by an Independent Director. At least one member of the Committee has appropriate knowledge and experience in fnance or remuneration policy4 .

The ARC has the right to access the information and the corporate functions necessary for the performance of the tasks assigned, to avail itself of fnancial resources and external consultants within the limits established by the Board of Directors (annual budget of Euro 15,000.00). It carries out its activities making use of the information provided by the Board of Directors and the support of the Human Resources, Organization & Sustainability Function.

The main functions of the ARC regarding remuneration, as defned in the Regulations, are as follows:

• a. assist the Board of Directors in developing remuneration policy;
• b. monitor the concrete application of the policy, verifying, in particular, the efective achievement of the performance targets;
• c. present proposals or express opinions to the Board of Directors on the remuneration of the Executive Directors and Senior Directors in addition to establishing the performance targets related to the variable component of this remuneration, and
• d. periodically assess the adequacy and overall consistency of the policy adopted for the remuneration of Directors and Senior Management.

No Director attended or participated in the Committee meetings at which proposals were made to the Board of Directors regarding his or her own compensation and decisions regarding the compensation of Committee members were made with the abstention of those involved.

For further information on the composition and functioning of the Appointments and Remuneration Committee, reference should be made to the information contained in the section "Internal Committees of the Board of Directors (pursuant to Article 123-bis, paragraph 2, letter d) of the CFA)" and in the "Self-evaluation and succession of Directors. Remuneration of the Directors. Appointments and

In FY2023 the Committee met seven times, with a Director attendance rate of 95%. The meetings held saw the committee work in the following areas:

NAME	COMMITTEE ROLE	OFFICE	COMMITTEE ACTIVITIES
Patrizia De Marchi	Chairperson	Independent Non
		Executive Director	The ARC met: • in 2023, on January 19, February 2 and 21, March 7, April
Michele Scannavini	Member	Independent Non Executive Director	27, July 27 and December 5; • as of the date of publication of the Report, on January
Ciro Piero Cornelli	Member	Non-Executive Director	11 and February 5 and February 20

4 In this regard, the Board of Directors meetings of July 20, 2021 and November 11, 2021 confrmed that all members of the ARC met this requirement.

FOR FURTHER DETAILS ON THE ROLE OF THE BOARD OF DIRECTORS, PLEASE REFER TO THE BY-LAWS AVAILABLE ON THE COMPANY'S WEBSITE WWW.INTERCOS-INVESTOR. COM IN THE GOVERNANCE SECTION AND TO THE CG REPORT APPROVED BY THE BOARD OF DIRECTORS ON FEBRUARY 29, 2024, PUBLISHED AT THE SAME TIME AS THIS REPORT AND AVAILABLE ON THE COMPANY'S WEBSITE IN THE GOVERNANCE SECTION.

Remuneration Committee" of the CG Report, published at the same time as this Report and available for consultation on the Company's website www.intercos-investor.com in the Governance section.

1.5 BOARD OF STATUTORY AUDITORS

The Chairperson of the Board of Statutory Auditors or another Statutory Auditor designated by them are involved in the ARC's work; the other Statutory Auditors may also be involved.

Moreover, with regard to remuneration, the Board of Statutory Auditors expresses its opinion on the proposals for the remuneration of Directors vested with special ofces, pursuant to Article 2389, paragraph 3 of the Civil Code.

1.6 APPOINTMENT OF INDEPENDENT EXPERTS

For 2023 and for the current fnancial year, Intercos has continued to use expert consultants in a support function for the evaluation of positions and the defnition of remuneration policies (Mercer Italia).

1.7 PROCESS FOR DEFINING AND APPROVING THE REMUNERATION POLICY

The Remuneration Policy is submitted to the Board of Directors for approval by the ARC. In drafting the policy, the ARC involves the Human Resources, Organization & Sustainability Function, also with the aim of gathering market data in terms of practices, policies and benchmarking, ensuring regulatory compliance, and in order to better elaborate the policy and, where necessary, also independent experts in the feld.

The Board of Directors, on the proposal of the ARC, defnes and adopts the Remuneration Policy in its form and internal regulatory sources and, specifcally, the related content as summarized in the paragraphs relating to the Remuneration Policy for members of the Board of Directors and the SEs and the incentive plans. After examining and approving the Remuneration Policy, the Board of Directors submits this to the binding vote of the Shareholders' Meeting, making it available at least 21 days before the date of the Shareholders' Meeting through the publication of the Remuneration Policy and Report.

The full text of the Remuneration Policy and Report was reviewed in advance by the ARC on February 20, 2024, and then approved by the Board of Directors on February 29, 2024.

IF THE SHAREHOLDERS' MEETING DOES NOT APPROVE THE REMUNERATION POLICY SUBMITTED FOR A VOTE PURSUANT TO ARTICLE 123, PARAGRAPH 3-BIS OF THE CFA, INTERCOS WILL CONTINUE TO PAY REMUNERATION IN ACCORDANCE WITH THE POLICY LAST SUBMITTED FOR A VOTE AT THE SHAREHOLDERS' MEETING DURING THE MOST RECENT YEAR, 2023. IN THIS CASE, INTERCOS SHALL SUBMIT A NEW REMUNERATION POLICY TO A VOTE OF THE SHAREHOLDERS, AT THE LATEST AT THE NEXT SHAREHOLDERS' MEETING PROVIDED FOR IN ARTICLE 2364, PARAGRAPH 2, OF THE CIVIL CODE.

Finally, it should be noted that the "Related Party Transactions Policy" - preliminarily adopted on July 20, 2021 and subsequently approved in its fnal version by the Board of the Directors on December 16, 2021, with the favorable opinion of the Related Party Transactions Committee - (the "RPT Policy") excludes from the application of the policy:

• a) motions passed by the Shareholders' Meeting pursuant to Article 2389, paragraph 1 of the Civil Code, concerning the remuneration of the members of the Board of Directors and the Executive Committee (if established);
• b) motions concerning the remuneration of Directors vested with special ofces, within the overall amount previously determined by the Shareholders' Meeting pursuant to Article 2389, paragraph 3, of the Civil Code;
• c) motions passed by the Shareholders' Meeting as per Article 2402 of the Civil Code, concerning remuneration of the members of the Board of Statutory Auditors.

The RPT Policy does not apply, moreover, to motions on remuneration other than those referred to in letters a) and b) above, as well as to other Senior Executives, provided that:

• I. Intercos has adopted a remuneration policy, which is subject to a binding vote of the Shareholders' Meeting;
• II. in the drawing up of the remuneration policy a committee exclusively made up of Non-Executive Directors, the majority of whom independent, was involved; and
• III. the remuneration assigned to each Director or Senior Executive is consistent with the policy adopted and quantifed on the basis of criteria that do not imply discretionary assessments.

1.8 PROCESS FOR TEMPORARY WAIVER OF THE REMUNERATION POLICY

The Company has a process in place for temporary waiver of the Remuneration Policy if exceptional circumstances arise where waiver of the Policy is necessary in the furtherance of the long-term interests and sustainability of the Company as a whole, or to ensure the Company's ability to compete in the marketplace.

"Exceptional Circumstances" include, but are not limited to:

• (i) the occurrence, at national or international level, of extraordinary and unforeseeable events concerning the Company and/or the sectors and/or markets in which it operates, which signifcantly afect the Company's results, including the occurrence of signifcant negative efects not only of an economic or fnancial nature;
• (ii) the intervention of substantial changes in the organization of the business activity, both of an objective nature (such as corporate transactions, mergers, disposals, etc.), and of a subjective nature, such as changes in the top management and the possible identifcation of persons (other than Directors and Statutory Auditors) qualifying as Senior Executives for the purposes of this Remuneration Policy;
• (iii) signifcant changes in the perimeter of the company's activity during the period of validity of the Remuneration Policy, such as the sale of a company/business unit on whose activity the performance targets of the Remuneration Policy were based, or the acquisition of a signifcant business not contemplated for the purposes of the preparation of the Remuneration Policy.

The ARC, supported by the Human Resources, Organization & Sustainability Function, is the board entrusted with the task of verifying the presence of such exceptional situations and formulating proposals for temporary exceptions to the Remuneration Policy to the Board of Directors, which has been identifed as the board entrusted with the approval of such temporary exceptions.

Without prejudice to the above, the exception to the Remuneration Policy may concern: (i) the redefnition of the performance targets to which the variable remuneration is linked and of the periodicity with which they are set; (ii) the review of the criteria used to assess the targets; (iii) the change in the ratio between fxed and variable components of remuneration; (iv) the allocation of one-of cash bonuses; (v) the allocation of special indemnities, in order to take into account the aforementioned exceptional circumstances and only if instrumental to the pursuit of the aforementioned interests.

With regard to these exceptions, the opinion of the Related Party Transactions Committee must be obtained, following the relevant procedure set out by the Company.

ANY EXCEPTIONS APPROVED, WHICH MAY RELATE TO THE AFOREMENTIONED ELEMENTS OF THE REMUNERATION POLICY, WILL BE DISCLOSED THROUGH THE SUBSEQUENT REMUNERATION POLICY AND REPORT, ACCOMPANIED BY THE REASONS THAT PROMPTED THE COMPANY TO MAKE SUCH AN EXCEPTION.

2.1 REMUNERATION POLICY OBJECTIVES

The Remuneration Policy provides that the amount of remuneration and the balance between the fxed and variable components of the remuneration of Directors and SEs are aimed at aligning the interests of the benefciaries with the pursuit of the priority objective of creating value for shareholders over the medium/long term.

In this regard, these remuneration elements are defned consistently with the provisions of the Remuneration Policy, also taking into account the category, organizational level, responsibilities and professional skills of the benefciaries and also taking into account the recommendations of the CG Code and the interests of other stakeholders relevant to the Group ("Sustainable Success"). In particular, the Remuneration Policy is closely related to Sustainable Success and is inspired by the three main guidelines "We live our values", "We care for people" and "We believe in sustainable beauty", described in the introductory section, through which the work of the Company is expressed, and is designed to:

and the Group, in accordance with the principles of plurality, equal opportunities, enhancement of people's knowledge and professionalism, fairness, respect for diversity

• (i) contribute to the creation of value, aligning the interests of management with the Company's strategies, by linking the Remuneration Policy with the Company's business results, also by sharing with the professionals within the Company, the increase in value of the Company and of the Group;
• (ii) guarantee the correct preparation, implementation and possible revision, as well as the efective monitoring, of the remuneration and incentive systems, ensuring that the remuneration systems referred - in particular - to the Executive Directors and SEs contribute (a) to the pursuit and achievement of the corporate objectives, of the medium/long term corporate interests and of the Sustainable Success objective and (b) to prudent risk management, through:
  • 1. promote actions and behaviors that are in line with the values and culture of the Company and integrity;
  • 1. promote actions and behaviors that are targeted at creating and ensuring sustainable working conditions and standards;
• (iii) ensure a transparent remuneration and incentive system designed to attract, motivate and retaining key people for the Group with the specifc skills and expertise critical to the achievement of the Sustainable Success objective, through:
  • 1. recognition of the roles and responsibilities assigned, the results achieved and the quality of the professional contribution of individuals;
  • 1. guaranteeing the principles of proportionality and internal equity and the link between collective agreements in force;

company strategy and remuneration instruments, as well as the adequacy of remuneration and compensation with respect to the role covered, taking into account the complexity of the functions assigned and the relative responsibilities, as well as assessing the skills and abilities demonstrated, without prejudice to compliance with the legal provisions applicable to Intercos and the provisions of the national and company

• 1. support for competitiveness, in terms of balance and consistency of remuneration levels with respect to the market for similar positions and roles of similar level of responsibility and complexity, all as also resulting from appropriate benchmark analyses; and
• 1. the drive to retain key Group staf;
• (iv) ensure that the remuneration systems enhance performance by contributing to: a) the achievement of the Company's strategic objectives, the pursuit of medium/long-term corporate interests and Sustainable Success; and b) the prudent management of risk, also by constantly monitoring the efectiveness and reviewing the remuneration and incentive systems, by means of:
  • 1. the defnition of remuneration and incentive systems linked to the achievement of (a) economic/ fnancial, (b) non-fnancial (including environmental and/or social sustainability and/or governance ("ESG") targets and (c) the development of operational and individual activities and responsibilities, defned with a view to the pursuit of results in the medium/long term, in line with the guidelines of the Group's strategic and/or business plans and with the responsibilities assigned;
  • 1. the guarantee that the variable components of remuneration (short and/or medium-long term) are not based on results that have been altered or shown to be manifestly incorrect.

2.2 PRINCIPLES OF THE REMUNERATION POLICY

The general principles underlying the Remuneration Policy are as follows:

• (i) establish the procedures for determining the remuneration of Directors and, in particular, Executive Directors and those holding particular ofces - of other SEs, in compliance with applicable regulations and in accordance with national and international best practices, as also refected in the criteria, principles and recommendations of the self-regulation applicable to Intercos;
• (ii) identify, in particular, the parties and/or boards involved in the preparation, approval, implementation, monitoring and review of the Remuneration Policy and, more generally, of the remuneration procedures, which - according to their respective duties - (a) propose, deliberate and/or determine the remuneration of the Directors, and of the other SEs, (b) express opinions on the subject, or (c) are called upon to verify and monitor the correct implementation of what has been deliberated and determined by the competent boards;
• (iii) to guarantee adequate transparency in terms of remuneration for both current and potential investors, by fully formalizing (a) the related decision-making processes and (b) the criteria underlying the Remuneration Policy; and
• (iv) to make the various boards and individuals responsible for determining the remuneration of Directors and other SEs and, within the limits set by Article 2402 of the Civil Code, of the members of the Board of Statutory Auditors.

The Remuneration Policy shall be in efect for one year from the date of its approval by the shareholders.

Finally, we note that the Company periodically checks staf remuneration levels by comparing them with the market, including with the help of independent remuneration experts, through specifc benchmarking activities. For greater overall consistency, the Committee used the frm Mercer to conduct the compensation benchmarking activities for the Executive Chairperson, Chief Executive Ofcer, Executive Directors, and the SEs. Benchmarking included the preliminary creation of a Peer Group proposal by Mercer, using a standard methodology based on the application of qualitative-quantitative criteria and adopted by other listed companies in the Italian market. The Peer Group proposal was subsequently approved by the Committee.

The Peer Groups identifed for each role are as follows:

As compared to 2023, we note that the Executive Chairperson Peer Group remains unchanged. By contrast, three companies (Biesse, Datalogic and Saflo Group) have been excluded from the Chief Executive Ofcer Peer Group since, at the date the 2024 Remuneration Policy was defned, they were listed on the FTSE Small Cap of the Euronext index in Milan, whereas in the same period last year they were - like Intercos - listed on the FTSE Mid Cap index. They have been replaced by four companies listed on the FTSE Mid Cap, chosen using the same criteria as previously described. These companies are Ariston Holding, Cementir, GVS and SOL.

2.3 CONTENT AND BENEFICIARIES OF THE REMUNERATION POLICY

The Remuneration Policy is based (i) on a fxed component and (ii) on a variable incentive component, linked to the achievement of predetermined performance targets of a fnancial and non-fnancial nature (including ESG targets) that can be objectively measured.

The variable component may consist of cash remuneration (bonuses or other monetary incentives) and/ or the allocation of fnancial instruments and/or a share in the profts for the year.

The balance between the fxed and variable components of remuneration must be appropriate and consistent with (i) the Sustainable Success objective, (ii) the strategic objectives and (iii) the Group's risk management policy, and is also determined in light of the characteristics of the Company's business and sector.

The fxed component of remuneration rewards skill levels and experience and remunerates Directors and SEs in accordance with their role and associated responsibilities. Moreover, the fxed component - in compliance with the applicable legal regulations and in line with the criteria, principles and recommendations of the self-governance code - is determined so as to adequately remunerate the activities carried out, also

Mercer Executive Remuneration Guide Western Europe Survey, which exclusively contains information on the Executive staf of companies operating in the US and the major European countries where companies operating in the same or related industries were selected, in

• 1. Ariston Holding, Brembo, Carel Industries, Cementir, De'Longhi, GVS, Interpump, Piaggio, Sanlorenzo, SOL, Technogym;
• 1. E.l.f. Beauty, Interparfums, Nu Skin Enterprises.
• 1. Ariston Holding, Brembo, De' Longhi;
• 1. Brunello Cucinelli, Cir, Iveco Group, Maire Tecnimont, Prada, Tod's.

PEER GROUP

2.3.1 Remuneration of Directors not holding special ofces

"Non-Executive Directors" are those Directors who do not hold individual management powers and do not hold managerial positions.

"Independent Directors" are those Directors who meet the independence requirements set out in Article 148, paragraph 3 of the CFA and Article 2 of the CG Code.

The Non-Executive Directors and the Independent Directors are recognized a remuneration established by the Shareholders' Meeting in accordance with Article 2389 of the Civil Code.

If the Shareholders' Meeting has not done so, the Board of Directors shall allocate the total remuneration established by the Shareholders' Meeting.

Non-Executive Directors and Independent Directors do not receive variable remuneration and are not benefciaries of remuneration plans based on fnancial instruments.

Each member of the Board of Directors is also reimbursed for documented expenses incurred in the performance of their ofce.

Non-Executive Directors and Independent Directors may receive an additional fxed annual remuneration as members of committees set up within the Board of Directors, with an additional amount if the Director holds the position of Chairperson of the Committee.

The remuneration paid to Non-Executive Directors is appropriate for the skill, professionalism, and commitment required by the tasks associated with their role on the Board of Directors and, where appropriate, on the internal Board committees.

In any case, such remuneration is deemed sufcient to attract, motivate and retain Directors with the professional qualities required to successfully manage the Company.

in the event that the variable component of the remuneration is not paid due to the failure to achieve the related objectives.

The aforementioned variable remuneration, in turn, consists of (i) a short-term variable component (Short Term Incentive or STI), linked to the achievement of pre-established short-term performance targets (mainly of a fnancial nature) (ii) to which a medium/long term variable remuneration component (Long Term Incentive or LTI) may be added aimed at directing the actions of the benefciaries towards the achievement of pre-established medium/long term targets (of a fnancial and non-fnancial nature), enabling them to beneft from the creation of value for the Group and to retain the key resources of Intercos (retention).

Specifcally, the STI variable component is linked to pre-established corporate and individual targets, mainly of a fnancial nature (targets of a non-fnancial nature are assigned exclusively to the SEs and to the Executive Directors other than the Chief Executive Ofcer). Targets are objectively measurable over a 12 (twelve) month time horizon.

The LTI variable component is linked to pre-established corporate targets of a fnancial and non-fnancial nature, diferent from those covered by the STI component and objectively measurable over a time horizon of 36 (thirty-six) months.

The Remuneration Policy establishes that the remuneration of Directors who do not hold special ofces (including Independent Directors) shall be fxed and adequate in relation to the competence, professionalism and commitment required by the tasks assigned to them within the Board of Directors and any internal Board committees.

2.3.2 Chairperson of the Board of Directors

Pay mix

The compensation package provided for the Chairperson of the Board of Directors includes only a fxed component - arising from the role of Executive Chairperson.

Fixed remuneration

The 2024 Remuneration Policy for the Executive Chairperson provides for a maximum compensation limit of Euro 1,640,000.00. Within this amount, the newly appointed Board of Directors will defne remuneration on the basis of the powers granted, taking into account the profle of the recipient and the remuneration benchmarks.

Non-monetary benefts

The Remuneration Policy allows the assignment of non-monetary benefts to Executive Directors (including the Chairperson) (including, but not limited to, cell phones and laptop computers, company cars, supplementary health and accident, disability and death insurance coverage), in line with practices and in compliance with the criteria set out in the Remuneration Policy. Moreover, the Company may take out for Executive Directors (including the Chairperson) the following insurance policies or social security or pension coverage, other than the compulsory and supplementary policies, with diferent terms and conditions and maximum amounts from time to time: supplementary life policy; accident policy - professional and extra-professional; supplementary health policy.

Indemnity in the case of dismissal or termination of employment

There are currently no agreements in place between the Company and the Chairperson of the Board of Directors that govern treatment in the event of termination of ofce or termination of employment except, in each case, as required by law. Finally, we note that no further non-monetary benefts are envisaged in favor of the Chairperson or the stipulation of consultancy contracts with the latter for a period following termination of the relationship.

Non-competition agreements

At the Reporting Date, there are no non-competition agreements between the Company and the Chairperson of the Board of Directors that provide for the payment of consideration in relation to the obligation arising from the agreement.

2.3.3 Chief Executive Ofcer and other Executive Directors

Pay mix

The compensation package provided for the Chief Executive Ofcer includes a fxed component and a shortterm and long-term variable component.

Taking into account the variable remuneration described below, the Chief Executive Ofcer's pay mix is as follows:

Pay mix - Chief Executive Ofcer Target and Maximum

	TARGET	MAXIMUM
0%	42%
10%		31%
20%
30%
40%
50%	29%	32%
60%
70%
80%	29%	37%
90%
100%

Fixed remuneration

The fxed component is commensurate with the responsibilities, skills and professional specialization associated with the position/function held by the person concerned. This component, which is not linked to the achievement of performance targets, is determined in an amount sufcient to remunerate the performance of the persons concerned in the event that the variable components are not paid due to the failure to achieve the targets indicated by the Board to which these variable remuneration components are subordinate and based.

In any case, the 2024 Remuneration Policy provides that the fxed [gross annual] remuneration (to be understood as including the fxed gross annual remuneration for the ofce of Director of Intercos) attributable:

• to the Chief Executive Ofcer, gross annual remuneration of Euro 800,000.00 pro rata temporis (including the amount recognized for the Non-Competition Agreement), and in any case without prejudice to any further remuneration of a variable nature attributed to the same;
• to Executive Director Ludovica Arabella Ferrari for the position of Executive Director of Intercos, gross annual remuneration of Euro 355,000.00 pro rata temporis, and in any case without prejudice to any further remuneration of a variable nature attributed to the same;
• to Executive Director Gianandrea Ferrari for the position of Chairperson of the Board of Directors and Chief Executive Ofcer of Intercos Europe S.p.A, gross annual remuneration of Euro 240,000.00 pro rata temporis, and in any case without prejudice to any further remuneration of a variable nature attributed to the same.

Short-term variable incentive: STI

The annual incentive system (so-called STI), designed in line with the general principles on which the entire Remuneration Policy is based, mainly enables the pursuit of the following objectives:

• align management objectives with business strategies, directing management actions toward strategic objectives in harmony with business priorities;
• stimulate the achievement of excellent performance, through the recognition of a higher premium in the event of overperformance;
• manage and monitor short-term performance through annual assessment of the benefciary's performance.

The Chief Executive Ofcer's STI system for 2024, consistent with the nature and powers of this position, provides exclusively for Group targets of an economic and fnancial nature, as described below:

Similarly, the compensation package envisaged for the other Executive Directors (other than the Chairperson) includes a fxed component and a short-term and long-term variable component, and the related pay mix is shown below:

2024 TARGETS	DESCRIPTION	WEIGHTING	PERFORMANCE SCENARIOS	PERFORMANCE (% VS. BUDGET)	PAYOUT (% VS. TARGET BONUS)
Group Ebitda Before Interest, Tax, Depreciation and Amortization,	Stands for Earnings		Minimum	90%	50%
	an indicator that represents the proftability of operations.	50%	Target	100%	100%
			Maximum	110%	150%
Group NFP	Diference between total fnancial payables and liquid assets, an indicator		Minimum	85%	50%
representing the strength of the Company's capital structure and ability to meet fnancial obligations.		30%	Target	100%	100%
		Maximum	115%	150%
Diference between Value Added revenues for the year, Sales as per the Issuer's consolidated fnancial statements, and the costs incurred for packaging, net of those relating to products in the Delivery System segment.		Minimum	90%	50%
		20%	Target	100%	100%
		Maximum	110%	150%

For intermediate performance values between the minimum and the target and between the target and the maximum, the relative payout will be calculated by linear interpolation. The CEO's target pay opportunity will be 70% with a maximum opportunity of 105% of fxed remuneration.

2024 TARGETS	LUDOVICA ARABELLA FERRARI	GIANANDREA FERRARI
	WEIGHTING
Group Ebitda	40%	25%
Group PFN	25%	15%
Value Added Sales	15%	10%
Function / LE / Country / Region / Individual Targets	20%	50%

Incentive curves

The amount of incentive actually disbursed varies according to the degree to which the goals assigned to individual targets are achieved.

Specifcally, there is a linear curve for economic/fnancial and equity targets, which sets the minimum payout at 50% of the target bonus upon minimum achievement of the targets and its maximum value at 150% of the target bonus, awarded in the event of performance exceeding the targets. Intermediate payout results will therefore be calculated by linear interpolation, according to the system set out below:

ON THE OTHER HAND, WITH REGARD TO TARGETS INVOLVING QUALITATIVE ASSESSMENT, A "STEP CURVE" APPLIES; THIS CURVE SETS THE MINIMUM PAYOUT AT 50% OF THE TARGET BONUS AND THE MAXIMUM PAYOUT AT 150% OF THE ASSIGNED TARGET BONUS. NO INTERMEDIATE LEVELS OF BONUS PAYMENT ARE SET.

Long-term variable incentive: LTI

In order to contribute to the achievement of long-term strategic objectives, the Company adopts a long-term incentive system that is designed to:

• guarantee the correlation between the interests of management and the creation of value for the shareholders in the long term, through the introduction in the remuneration structure of the benefciaries of an economic incentive linked to the achievement of challenging long term company performance targets, directly linked to the value of the share and to indicators, including those of a non-economic nature;
• reward long-term performance through annual allocations (rolling) consistent with strategic objectives;
• build the loyalty of the benefciaries during the period of the plan, by conditioning the economic incentive envisaged by the plan to the continuation of the employment relationship with the Group for the period of the plan.

In 2023, Intercos introduced an equity-based long-term incentive plan, divided into three rolling cycles, each lasting three years (2023-2025, 2024-2026, 2025-2027), that was adopted by the Company's Board of Directors on March 14, 2023, having received the favorable opinion of the Appointments and Remuneration Committee on March 7, 2023.

It is recalled that the Shareholders' Meeting of April 28, 2023 approved the "2023-2025 Performance Shares Plan" which comprises the frst cycle of the incentive plan. On February 29, 2024, on the Committee proposal of February 20, 2024 and in line with the general structure of the "2023-2025 Performance Shares Plan", the Board of Directors approved the proposal to adopt the "2024-2026 Performance Shares Plan" (the "2024-2026 Plan"). This will be submitted for approval to the Intercos Shareholders' Meeting called to approve the 2023 fnancial statements.

The objective of the LTI Plan is to grant certain employees and Directors of the Group the conditional, free of charge and non-transferable right by inter vivos deed to receive, in the event of the achievement of certain performance targets and a sustainability objective in continuation of their employment relationship with the companies of the Group. The 2024-2026 Plan provides for the grant of up to a maximum total of 462,400 rights to receive ordinary Company shares, also free of charge, in the ratio of 1 share, - with regular dividend entitlement - for every 1 right accrued, subject to the achievement of certain performance and sustainability targets. This 2024-2026 Plan, described in detail in the relevant Disclosure Document prepared in accordance with Article 114-bis of the CFA and Article 84-bis of the Issuers' Regulation, was made available to the public within the terms and in the manner prescribed by law and regulation and reference should be made to it for any detailed information regarding the plan. It constitutes further progress in continuously improving Intercos' Remuneration Policy, with a view to aligning the interests of management and those of shareholders ever more closely.

The 2024-2026 Plan has a three-year performance period. The shares granted to each benefciary under the 2024-2026 Plan will be subject to a lock-up restriction period of 12 (twelve) months from the date of their allocation.

In any case, the Board of Directors will put in place a procedure allowing the benefciaries to opt, when the shares are allocated, for a cashless method consisting in the simultaneous sale of the portion of shares needed to pay the withholding tax (sell-to-cover method).

The main features of the 2024-2026 Plan, which is the second cycle of the LTI Plan and will have the threeyear time horizon of 2024-2026, are described below.

2024–2026 Incentive plan

As mentioned above, for the current year, the 2024-2026 Plan - which constitutes the second cycle of the performance share-based LTI Plan for 2024-2026 - will be submitted for approval to the Shareholders' Meeting on April 11, 2024, as described in more detail in the following section, which fts into the general structure outlined above with reference to the Intercos Group's long-term incentive system. The 2024-2026 Plan is reserved for benefciaries (employees and Directors of the Group) identifed by the Board of Directors or to be identifed by name by the Board of Directors upon the proposal of the Chief

The STI system of the other Executive Directors (other than the Chief Executive Ofcer and the Chairperson) for 2024 provides for the same operating mechanisms as those envisaged for the Chief Executive Ofcer, with an STI target value for those persons between 30% and 40% of the fxed remuneration and with a max payout opportunity between 45% and 60% of this remuneration and the provision economic/fnancial targets, as described below:

Executive Ofcer, no later than December 31, 2024, from among the managers of the Company or its subsidiaries (including Executive Directors and SEs) who hold positions with the greatest impact on the Company's results or with strategic importance for the achievement of the Group's long-term objectives.

Specifcally, the 2024-2026 plan provides for:

• 1. Two performance targets, in terms of Relative Total Shareholder Return (weighting of 45%) and Earning per Share at consolidated level (weighting of 35%) - which will must be verifed by the Board of Directors on the approval of the Group's consolidated fnancial statements at December 31, 2026;
• 1. A sustainability target (with a weighting of 20%), linked to the reduction of Scope 1 and Scope 2 CO2 Emissions to 2026 as detailed below.

The performance targets and the sustainability target are independent, i.e., achieving the minimum value of at least one performance target or the sustainability target will result in the allocation of shares under the 2024-2026 Plan.

The verifcation of the achievement of the targets for the period 2024-2026, for the determination of the number of shares to be granted, was made by the Board of Directors, based on the target number of shares established for each benefciary, up to a maximum number of shares equal to 170% of the target number.

Each target uses the following pay-out curve:

In particular, Intercos' positioning in the relevant peer group⁵

will be checked, as shown below: 26% reduction by 2026 of Scope 1 and 2 GHG emissions (market-based) on millions of parts produced by Group production sites compared to 2019 values.

2026 Relative TSR

2026 Ranking	Percentage of Rights maturing (to be applied to 45% of the total)
1°	170%
2°	150%
3°	130%
4°	100%
5°	80%
6°	50%
7° - 8° - 9° - 10° - 11° - 12°	0%

5 The panel of companies to which Intercos's TSR will be compared is as follows: 1. Cosmax; 2. Coty, Inc.; 3. Givaudan; 4. International Flavors & Fragrances, Inc.; 5. Korea Kolmar; 6. L'Oréal SA; 7. Shiseido Co. Ltd.; 8. Symrise AG; 9. The Estée Lauder Companies, Inc.; 10. FTSE Mid Cap Index; 11. New York Stock Exchange Index.

2026 Cumulative EPS

Payout (% of target)

2026 Intercos Cumulative EPS	Percentage of Rights maturing (to be applied to 35% of the total)
Less than Minimum Target	0%
Equal to the Minimum Target	40%
Between the Minimum Target and the Target	By linear interpolation
Equal to Target	100%
Between the Target and Maximum Target	By linear interpolation
Equal to the Maximum Target	170%
Above Maximum Target	170%

Reducing 2026 CO² Emissions – Scope 1 and Scope 2

Reduction of CO2 emissions by 2026	Percentage of Rights maturing (to be applied to 20% of the total)
Less than Minimum Target	0%
Equal to the Minimum Target	50%
Between the Minimum Target and the Target	By linear interpolation
Equal to Target	100%
Between the Target and Maximum Target	By linear interpolation
Equal to the Maximum Target	170%
Above Maximum Target	170%

The time horizon for the plan as a whole, including the allocation and vesting of shares and the lock-up period, is about fve years in total.

The following image shows the timeline for the 2024-2026 Plan:

Other long-term incentive plans

We note that Intercos currently has two other equity-based incentive plans in place: namely, the 2022- 2024 Performance Shares Plan and the 2023-2025 Performance Shares Plan.

Under this share plan, shareholder value growth that is persistent and sustainable over time and that allows for greater alignment with market practices, CG Code guidance, and Strategic Plan targets may be rewarded.

For details regarding the 2022-2024 Performance Shares Plan and the and the 2023-2025 Performance Shares Plan, see the Remuneration Report for fscal years 2022 and 2023 respectively, available on the Company's website (in the "Governance" section), and Section II of this Report.

Good and bad leaver and clawback clauses

The long-term incentive plans provide for good and bad leaver clauses and clawback clauses in cases where it is ascertained that the shares were allocated (i) in the event that the benefciary violated company or legal regulations or was guilty of willful or grossly negligent conduct aimed at altering the data used to achieve the performance targets, or (ii) on the basis of data that subsequently turned out to be manifestly incorrect.

Retention bonuses and other types of monetary incentives

The Company may provide for the payment of retention bonuses to Executive Directors (including the Chief Executive Ofcer and excluding the Executive Chairperson), in exceptional cases and subject to the opinion of the ARC, in order to encourage the retention of resources with specifc skills and high-level professionalism deemed necessary for the achievement of the Group's objectives.

In particular, there is a retention bonus for the Chief Executive Ofcer which may be paid as of 5 years from the date of Listing and is quantifed on the basis of the increase in market capitalization of 100% of the Company's shares, determined on the basis of the weighted average price of the shares as recorded on the target date (ffth anniversary of Listing) and in the 29 market days prior to that date, provided that the Director holds ofce continuously during the period considered and excluding any discretionary mechanism for the allocation and quantifcation of the bonus.

Solely for the purposes of completeness, it should be noted that the Chief Executive Ofcer, in addition

to the incentive and retention plan granted to him by the Company, is also the benefciary of a separate retention plan that provides for the payment of a cash bonus of Euro 680,000.00 on each anniversary of the Trading Commencement Date for a period of 5 years (i.e. until November 2, 2026), conditional solely on his remaining in ofce as Chief Executive Ofcer of Intercos, specifying that the payment of this bonus will be borne exclusively by the controlling shareholder of Intercos (through its subsidiary Dafe 3000 S.r.l.) and that the aforementioned plan does not entail any obligation for Intercos.

Non-monetary benefts

The Chief Executive Ofcer and other Executive Directors may be eligible for the same non-monetary benefts provided under the Remuneration Policy for the Chairperson.

Indemnity in the case of dismissal or termination of employment

There are currently no agreements in place between the Company and the Chief Executive Ofcer that govern treatment in the event of termination of ofce or termination of employment except, in each case, as required by law. The same applies in the case of Executive Directors. In this regard, it should be noted that no further non-monetary benefts are envisaged in favor of the Chief Executive Ofcer or the other Executive Directors or the stipulation of consultancy contracts with these latter for a period following termination of the relationship.

Non-competition agreements

The Company has entered into a non-competition agreement with the Chief Executive Ofcer valid for twelve months from the date of termination of his ofce in return for remuneration equal to 11% of the related fxed remuneration on an annual basis, the amount of which is paid on a continuing basis. There are no non-competition agreements with the other Executive Directors.

2.3.4 Senior Executives

At the date of this Report, the Board of Directors have identifed the following individuals as "Senior Executives":

ROLE	NAME
	PIETRO ORIANI
	VITTORIO BRENNA
	MORENA GENZIANA
	MATTEO MILANI

Group Chief Financial Ofcer & Institutional & Strategic Finance

Group Chief Operating Ofcer

Chief Purchasing Ofcer

Group Chief Commercial Ofcer

The above list may be subject to change due to departures or recruitment of SEs, to be identifed according to the defnition above. SE remuneration is set at a rate consistent with their roles, responsibilities, and professionalism.

Pay mix

The compensation package for SEs includes a fxed component provided for the Executive or Director relationship with the company, a short-term variable component and a long-term variable component.

Fixed remuneration

The gross annual remuneration of SEs is determined on the basis of the role and responsibilities assigned considering the remuneration levels on the market for roles of similar level of responsibility and managerial complexity and may be adjusted periodically, as part of the annual salary review process involving the

As described above, the short-term incentive system for SEs envisages the same operating mechanisms as those for the Chief Executive Ofcer and Executive Directors (other than the Chairperson), with a STI target value of between 30% and 40% of fxed remuneration that can be increased up to a maximum of 45%-60% of fxed remuneration in the event of overperformance.

Long-term variable incentive: LTI

By Board of Directors' motion, SEs may be eligible for the same long-term incentive plan described above for the Chief Executive Ofcer.

Average pay mix

OBJECTIVE	WEIGHTING
GROUP EBITDA	40%
GROUP NET FINANCIAL POSITION	25%
VALUE ADDED SALES	15%
FUNCTION / LE / COUNTRY/ REGION/ INDIVIDUAL TARGETS	20%

Non-monetary benefts

The remuneration ofer is integrated with the non-monetary benefts provided for by the relevant national collective bargaining agreements (CCNL) and company practices (i.e., professional and extra-professional accident policy, disability and death policy, supplementary pension, supplementary health insurance and annual check-up, allocation of a car for mixed use and fuel card, company devices).

Special bonus

The Company may, in exceptional cases, decide to award special bonuses, for specifc transactions deemed exceptional in terms of strategic importance and efect on Intercos' results, subject to the prior opinion of the ARC and subject to the application of the Related Party Transactions Policy (where applicable). The ARC will analyze the reasons for considering the award of this exceptional form of remuneration and specifcally it will:

• Verify that such award creates real value for the shareholder through a tangible and material efect on the Company's income statement;
• Ensure that the performance being assessed has not already been recognized in the structural variable incentive plans (STI and LTI).

The fnal decision on the award of the Special bonus will rest with the Intercos Board of Directors through specifc resolution.

Indemnity in the case of dismissal or termination of employment

In the event of early termination of the employment relationship at the Company's initiative, amounts may be paid in the form of ex-ante agreements or at the time of termination, defned taking into account the responsibilities entrusted and the work performed. Specifcally, the Company, on the occasion of and in connection with the termination of the employment relationship, may grant individual SEs additional economic benefts with respect to what is owed pursuant to the provisions of current law and applicable national and company collective bargaining agreements.

In addition, SEs may be granted a severance indemnity in accordance with the national collective bargaining agreement relevant from time to time, not linked to performance criteria. In any case, both the above additional remuneration and the severance indemnity may not exceed 24 months' salary, and must be within the limits provided for by the applicable national collective bargaining agreements (CCNL). We also note that, in cases of good leaver, the SEs maintain the rights allocated as part of long-term incentive plans and that, if the relationship is terminated before the expiry of the related plan, these rights shall be calculated pro-rata temporis.

Subject to the above, no further non-monetary benefts are provided for SEs or the stipulation of consultancy contracts for a period following termination of the employment relationship.

Non-competition agreements

At present, with reference to the SEs, in cases where they have such know-how and skills that the termination of the employment relationship could entail risks for the Company, the latter can apply noncompetition agreements, the amount of which is defned within 75% of the gross annual remuneration and disbursed after the termination of the employment relationship, against agreements which, as a rule, have a duration of one year.

entire managerial population. In particular, the Remuneration Policy envisages the possibility of carrying out salary adjustments aimed at aligning remuneration levels with the market, for resources that have expanded their responsibilities or role, as well as persons in organizational positions considered critical to Intercos' business. It is also possible to provide for the payment of a one-of sum in extraordinary situations involving a limited number of resources, in the presence of excellent performance on activities/projects of a strategic nature for the Company, or in consideration of attraction and retention requirements.

Short-term variable incentive: STI

The STI for SEs is aligned in operation with the short-term incentive system for the Chief Executive Ofcer and Executive Directors (other than the Chairperson):

2.3.5 Remuneration of the members of the Control Board

Pursuant to Article 2402 of the Civil Code, the remuneration of the members of the Board of Statutory Auditors is determined by the Shareholders' Meeting upon appointment for the entire duration of their ofce, as a fxed annual amount. Statutory Auditors are also reimbursed for documented expenses incurred in the performance of their duties.

The Shareholders' Meeting called to approve the 2023 fnancial statements will appoint the new Board of Statutory Auditors for a term of three fscal years, determining the compensation payable to the Chairperson and each full member of the Board.

B SECTION II: COMPEN- SATION PAID

INTRODUCTION PART ONE - 1. 2.

REMUNERATION ITEMS

This section is divided into two parts that illustrate respectively:

• in Part One, the various elements that make up compensation (including treatment in the event of termination of ofce or termination of employment), illustrating consistency with best practice remuneration policy;
• in Part Two, by means of the appended tables, the remuneration of the members of the Board of Directors and Board of Statutory Auditors and the information on the equity investments in the Company held by them, and the remuneration of the other SEs.

This section is subject to a non-binding vote by the Shareholders' Meeting, as provided for by Article 123 ter of the CFA, which sets out in paragraph 6: "Without prejudice to the provisions [...] the Shareholders' Meeting convened [...] shall resolve in favor or against the second section of the Report provided for in paragraph 4. The motion is not binding".

Moreover, the party appointed to carry out the legal audit of the fnancial statements verifed that the Directors had prepared this section, as required by Article 123-ter of the CFA.

The remuneration of the members of the Board of Directors and Board of Statutory Auditors is shown by individual; the remuneration of the other SEs is shown in aggregate form.

WITH REFERENCE TO EACH OF THE ITEMS MAKING UP REMUNERATION, INCLUDING THE TREATMENT PROVIDED FOR IN THE EVENT OF TERMINATION OF OFFICE OR TERMINATION OF EMPLOYMENT, REFERENCE SHOULD BE MADE TO THAT DESCRIBED IN SECTION I. WE NOTE THAT THIS SECTION II ALSO CONTAINS INFORMATION ON THE STATUS OF IMPLEMENTATION OF THE 2022-2024 PLAN AND THE 2023-2025 PERFORMANCE SHARES PLAN.

2.1PROPORTION BETWEEN FIXED AND VARIABLE COMPENSATION PAID

The following is an indication of the proportion of fxed and variable compensation attributable to the Chairperson, Chief Executive Ofcer, other Executive Directors and SEs in 2023 (the average pay-mix will be considered for SEs).

2.2FIXED REMUNERATION

2.2.1 Directors not holding special ofces and members of the internal Board committees

On July 20, 2021, the Company's Ordinary Shareholders' Meeting resolved to set the total annual gross emolument for the Board of Directors at Euro 3,005,000.00, delegating the Board of Directors to determine the individual remuneration, without taking into account the variable remuneration deriving from the incentive plans that may be approved by the Company and without prejudice to the power of the Board of Directors to attribute to the Directors vested with special ofces any additional remuneration and bonuses pursuant to Article 2389, paragraph 3, of the Civil Code, having heard the opinion of the Board of Statutory Auditors.

Also on July 20, 2021, the Board of Directors of the Company, taking into account the total annual gross emolument approved by the Shareholders' Meeting as specifed above, determined the individual remuneration of the members of the Board of Directors (except for the Directors Nikhil Kumar Thukral, Ginevra Ott and Maggie Fanari, who declared that they accepted the ofce without receiving any emolument for their entire term in ofce, i.e. until the approval of the 2023 fnancial statements), including, after hearing the opinion of the Board of Statutory Auditors in ofce at that date, the remuneration to be attributed to the Directors vested with special ofces pursuant to Article 2389, paragraph 3, of the Civil Code, namely the Executive Chairperson Mr. Dario Gianandrea Ferrari, the Chief Executive Ofcer Mr. Renato Semerari and the Executive Director Ms. Ludovica Arabella Ferrari.

STI

The Board of Directors' meeting of July 20, 2021 therefore acknowledged the waiver by the Directors Nikhil Kumar Thukral, Ginevra Ott and Maggie Fanari of any emolument due to them by reason of the ofce held and, having heard the favorable opinion of the Board of Statutory Auditors, resolved to allocate, as from the Trading Commencement Date, a gross annual emolument of Euro 25,000.00, pro rata temporis, to each Director, in addition to the variable remuneration approved by the Shareholders' Meeting and to also allocate:

• a gross annual remuneration of Euro 20,000.00 to the Lead Independent Director, Nikhil Srinivasan, in addition to the emolument paid to him as Director;
• a gross annual remuneration of Euro 15,000.00 to Nikhil Srinivasan, as Chairperson of the CRC and a gross annual remuneration of Euro 10,000.00 to the other members of the CRC, Michele Scannavini and Ciro Piero Cornelli, in addition to the remuneration for the ofce held as Directors;
• a gross annual remuneration of Euro 15,000.00 to Patrizia de Marchi, as Chairperson of the ARC and a gross annual remuneration of Euro 10,000.00 to the other members of the ARC, Michele Scannavini and Ciro Piero Cornelli, in addition to the remuneration for the ofce held as Directors; and
• a gross annual remuneration of Euro 15,000.00 to Michele Scannavini as Chairperson of the RPT Committee and a gross annual remuneration of Euro 10,000.00 to the other members Patrizia De Marchi and Nikhil Srinivasan, in addition to the remuneration for the ofce held as Directors.

2.2.2 Chairperson of the Board of Directors

The Board of Directors meeting of July 20, 2021, having taken into account the total gross annual emolument approved by the Shareholders' Meeting on July 20, 2021, determined - with the favorable opinion of the Board of Statutory Auditors - to grant, pursuant to Article 2389, paragraph 3 of the Civil Code, to the Executive Chairperson Dario Gianandrea Ferrari an annual emolument of Euro 1,640,000.00 pro rata temporis and, in any case, without prejudice to any further remuneration of a variable nature attributed to him.

2.2.3 Chief Executive Ofcer and Executive Directors

In the Board meeting of July 20, 2021 it was resolved to award:

• to the Chief Executive Ofcer, Renato Semerari, an annual compensation of Euro 800,000.00 (including the amounts paid for the Non-Competition Agreement); and
• to the Executive Director Ludovica Arabella Ferrari an annual compensation of Euro 315,000.00,

in both cases, pro rata temporis, and in any case subject to the additional variable remuneration allocated to them.

In 2023 the Executive Director Gianandrea Ferrari received additional remuneration to that paid by Intercos for his position as an executive in the Group company Intercos Europe S.p.A., for a total of Euro 225,000.00 (including Euro 25,000.00 paid for his position as Director of Intercos).

2.2.4 Senior Executives

In 2023, SEs (including those whose employment ended in 2023) were paid aggregated fxed salaries totaling Euro 1,558,441.29.

With regard to the Executive Directors (other than Chairperson), the following annual variable remuneration will be paid for 2023:

• an amount of Euro 102.900,16 to Ludovica Arabella Ferrari. The achievement of the individual targets assigned is summarized in the following table:

2.3 SHORT-TERM VARIABLE COMPENSATION

2.3.1 Chief Executive Ofcer and Executive Directors

81.67% 40% 95.6% 15% 102.0% 10% 88.9% 25% 99.4% 10% 99.1% OVERALL WEIGHTING RESULT TOTAL PAYOUT %

In 2023, both the Chief Executive Ofcer and the other Executive Directors (other than Chairperson) received the STI short-term incentive, based on the performance achieved in reaching the targets set for the respective positions, as calculated on the basis of the draft Financial Statements for the year 2023, which is submitted for approval to the Shareholders' Meeting which approves Section I of this Report. Specifcally, the Chief Executive Ofcer will be paid annual variable remuneration of Euro 505.678,90 in 2023. The achievement of the individual targets assigned is summarized in the following table:

• an amount of Euro 47.877,54 to Gianandrea Ferrari. The achievement of the individual targets assigned is summarized in the following table:

2.3.2 Senior Executives

The SEs matured - based on the draft Financial Statements for FY 2023 - a total annual variable remuneration of Euro 533.101,15, equivalent to an average payout of 93,18%. The average % weighting of variables accrued by SEs vs. their fxed remuneration, based on the draft 2023 fnancial statements, is 36%.

2.4 NON-MONETARY BENEFITS

In line with the Remuneration Policy, non-monetary benefts were recognized for the Chairperson, Chief Executive Ofcer and Executive Directors and SEs in 2023, the value of which is shown in Table 1.

2.5TERMINATION OF OFFICE OR EMPLOYMENT

There were no terminations of employment involving any of Intercos' Executive Directors or SEs in 2023. As such, no amounts related to Severance Pay were disbursed.

2.6EXCEPTIONS TO THE REMUNERATION POLICY

Efective August 4, 2023, Director Gianandrea Ferrari was appointed Chief Executive Ofcer of the subsidiary Intercos India. Following this appointment, the Appointments and Remuneration Committee reviewed his compensation package, given the new role and expanded responsibilities of the Director, formerly Chief Executive Ofcer of the subsidiary Intercos Europe, and based on the remuneration benchmarks carried out, as follows:

• Increase in fxed remuneration for the role of Chairperson and Director of Intercos Europe and Chief Executive Ofcer of Intercos India from Euro 200,000.00 to Euro 215,000.00;
• Recognition of variable compensation (exceptional bonus) linked to Intercos India's threeyear plan.

The proposed new compensation package was not foreseeable at the time the 2023 Remuneration Policy was drafted and was a temporary departure from the provisions of Section 2.3.3 of the 2023 Remuneration Policy.

At its meeting on July 27, 2023 and with the support of the Human Resources, Organization & SA Function, the Appointments and Remuneration Committee verifed that the case in question constituted an "exceptional circumstance" under the defnition given in Paragraph 1.8 of the 2023 Remuneration Policy. The planned temporary waiver procedure adopted by Intercos in compliance with the provisions of Legislative Decree No. 49 of May 10, 2019 was therefore applied. The Committee then expressed a positive opinion regarding the proposal to increase and modify Director Gianandrea Ferrari's remuneration, temporarily deviating from the Remuneration Policy 2023 and delegating any appropriate determination in this regard to the Board of Directors, subject to the opinion and resolution of the Related Party Transactions Committee.

On August 3, 2023, having noted the proposal of the Appointments and Remuneration Committee and the favorable opinion expressed by the Related Party Transactions Committee, the Board of Directors approved the proposed change to Director Gianandrea Ferrari's compensation package. Directors Gianandrea Ferrari, Ludovica Arabella Ferrari and Board of Directors' Chairperson Dario Gianandrea Ferrari abstained from the vote after declaring a confict of interest regarding the motion.

Director Gianandrea Ferrari subsequently waived the change in his compensation package for 2023 (increase in fxed remuneration and recognition of an exceptional bonus), therefore receiving in 2023 the fxed compensation previously defned under the 2023 Compensation Policy, i.e.:

• Euro 25,000.00 for the position of Executive Director of Intercos S.p.A.;
• Euro 200,000.00 for the position of Chairperson of the Board of Directors and Chief Executive Ofcer of Intercos Europe S.p.A.

2.7 VARIABLE COMPONENT EX-POST CORRECTION MECHANISMS

In 2023 no ex-post correction mechanisms - such as malus or clawback - were applied to the variable components.

2.8 ANNUAL CHANGE IN REMUNERATION

In light of the provisions of the Issuers' Regulation, the comparison and change in compensation for 2023, 2022 and 2021 are shown, to provide a more meaningful picture of the results achieved. The remuneration data taken into account for those individuals for whom the information in this section of the Report is provided by name is consistent with Table 1 for the relevant years of publication; the Personnel Remuneration data refers to all employees of the Group's Italian companies.

*Below minimum.

	ROLE	2021	CHANGE 2022 VS 2021	CHANGE 2023 VS 2022
Dario Gianandrea Ferrari	Chairperson of the BoD	100	97	100
Renato Semerari	CEO	100	107	99
Ludovica Arabella Ferrari	Director	100	111	98
Gianandrea Ferrari	Director	100	123	100
Nikhil Kumar Thukral(1)	Director	-	-	100
Ciro Piero Cornelli(2)	Director	100	159	100
Nikhil Srinivasan(2)	Director and LID	100	156	100
Michele Scannavini(2)	Director	100	195	100
Patrizia De Marchi(2)	Director	100	600	100
Ginevra Ott(1)	Director	-	-	100
Maggie Fanari(1)	Director	-	-	100
Board of Statutory Auditors
Matteo Tamburini(2)	Chairperson of the Board	100	123	100
Maria Maddalena Gnudi(3)	Statutory Auditor	100	62	0
Giovanni Rossi(2)	Statutory Auditor	100	600	100
Monica Manzini(4)	Statutory Auditor	-	100	-
Maurizio Nastri	Alternate Auditor	100	100	144
Francesca Pischedda	Alternate Auditor	-	-	-
Personnel		100	105	106
EBITDA		100	120	113

(1) Waiver of compensation for ofce.

(2) Pro rata compensation in 2021 from the date of appointment to committees.

(3) Resigned from ofce on April 21, 2022.

(4) appointed on April 21, 2022

2023 - Section II 2.9 VOTE CAST BY THE SHAREHOLDERS' MEETING IN 2023

In considering and evaluating the updates and improvements made to the Remuneration Policy and this document as a whole (including this Section II on compensation paid), the results of the votes cast at the 2023 Shareholders' Meeting were taken into account, with a view to continually improving the disclosure standards adopted by Intercos.

PART TWO - BREAKDOWN OF FEES PAID DURING THE YEAR 3.

53 54 INTERCOS GROUP REMUNERATION POLICY AND REPORT

Table 1 Remuneration paid to the members of the management and control boards, General Managers and Senior Executives (Euro)
(A)	(B)	(C)	(D)	(1)	(2)	(3)		(4)	(5)	(6)	(7)	(8)
				Fixed	Remun. for	Non equity variable remuneration		Non			Fair Value	Termination of
Name	Ofce	Period of ofce (A)	Conclusion of ofce	remuneration	committee participation	Bonuses and other incentives Proft sharing		monetary benefts (17)	Other re muneration	Total	of equity remuneration	ofce/employment indemnity
Dario Gianandrea Ferrari	Executive Chairperson BoD	2023	31/12/2023
(I) Remuneration from company preparing the accounts				1,640,000.00 (1)				14,817.60		1,654,817.60
(II) Remuneration from subsidiaries and associated companies				60,000.00 (2)						60,000.00
(III) Total				1,700,000.00				14,817.60		1,714,817.60
Renato Semerari	Chief Executive Ofcer	2023	31/12/2023
(I) Remuneration from company preparing the accounts				800,000.00 (3)		505,678.90		13,614.99		1,319,293.89	320,733.33
(II) Remuneration from subsidiaries and associated companies
(III) Total				800,000.00		505,678.90		13,614.99		1,319,293.89	320,733.33
Ludovica Arabella Ferrari	Executive Director	2023	31/12/2023
(I) Remuneration from company preparing the accounts				315,000.00 (4)		102,900.16		10,240.29		428,140.45	87,784.00
(II) Remuneration from subsidiaries and associated companies
(III) Total				315,000.00		102,900.16		10,240.29		428,140.45	87,784.00
Gianandrea Ferrari	Executive Director	2023	31/12/2023
(I) Remuneration from company preparing the accounts				25,000.00				1,143.77		26,143.77	67,529.33
(II) Remuneration from subsidiaries and associated companies				200,000.00 (5)		47,877.54				247,877.54
(III) Total				225,000.00		47,877.54		1,143.77		274,021.31	67,529.33
Nikhil Kumar Thukral	Director	2023	31/12/2023
(I) Remuneration from company preparing the accounts				(6)
(II) Remuneration from subsidiaries and associated companies
(III) Total
Michele Scannavini	Director, CRC Member, ARC member, Chairperson, RPT Committee	2023	31/12/2023
(I) Remuneration from company preparing the accounts				25,000.00	35,000.00 (7)					60,000.00
(II) Remuneration from subsidiaries and associated companies
(III) Total				25,000.00	35,000.00					60,000.00

54
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55 56 INTERCOS GROUP REMUNERATION POLICY AND REPORT

Table 1 Remuneration paid to the members of the management and control boards, General Managers and Senior Executives (Euro)
(A)	(B)	(C)	(D)	(1)	(2)	(3)		(4)	(5)	(6)	(7)	(8)
					Remun. for	Non equity variable remuneration		Non			Fair Value	Termination of
Name	Ofce	Period of ofce (A)	Conclusion of ofce	Fixed remuneration	committee participation	Bonuses and other incentives Proft sharing		monetary benefts (17)	Other re muneration	Total	of equity remuneration	ofce/employment indemnity
Nikhil Srinivasan	Director & Lead Independent Director, RPT Committee member Chairperson CRC	2023	31/12/2023
(I) Remuneration from company preparing the accounts				45,000.00 (8)	25,000.00 (8)					70,000.00
(II) Remuneration from subsidiaries and associated companies
(III) Total				45,000.00	25,000.00					70,000.00
Ciro Piero Cornelli	Director CRC Member, ARC member	2023	31/12/2023
(I) Remuneration from company preparing the accounts				25,000.00	20,000.00 (9)					45,000.00
(II) Remuneration from subsidiaries and associated companies
(III) Total				25,000.00	20,000.00					45,000.00
Ginevra Ott	Director	2023	31/12/2023
(I) Remuneration from company preparing the accounts				(6)
(II) Remuneration from subsidiaries and associated companies
(III) Total
Patrizia De Marchi	Director, RPT Committee member, Chairperson ARC	2023	31/12/2023
(I) Remuneration from company preparing the accounts				25,000.00	25,000.00 (10)					50,000.00
(II) Remuneration from subsidiaries and associated companies
(III) Total				25,000.00	25,000.00					50,000.00
Maggie Fanari	Director	2023	31/12/2023
(I) Remuneration from company preparing the accounts				(6)
(II) Remuneration from subsidiaries and associated companies
(III) Total
Matteo Tamburini	Chairperson of the Board of Statutory Auditors	2023	31/12/2023
(I) Remuneration from company preparing the accounts				30,000.00 (11)						30,000.00
(II) Remuneration from subsidiaries and associated companies				15,000.00 (12)						15,000.00
(III) Total				45,000.00						45,000.00

57 58 INTERCOS GROUP REMUNERATION POLICY AND REPORT

Table 1 Remuneration paid to the members of the management and control boards, General Managers and Senior Executives (Euro)
(A)	(B)	(C)	(D)	(1)	(2)	(3)		(4)	(5)	(6)	(7)	(8)
Name	Ofce	Period of ofce (A)	Conclusion of ofce	Fixed remuneration	Remun. for committee participation	Non equity variable remuneration Bonuses and other incentives Proft sharing		Non monetary benefts (17)	Other re muneration	Total	Fair Value of equity remuneration	Termination of ofce/employment indemnity
Giovanni Rossi	Statutory Auditor	2023	31/12/2023
(I) Remuneration from company preparing the accounts				25,000.00 (13)						25,000.00
(II) Remuneration from subsidiaries and associated companies
(III) Total				25,000.00						25,000.00
Monica Manzini	Statutory Auditor	2023	31/12/2023
(I) Remuneration from company preparing the accounts				25,000.00 (14)						25,000.00
(II) Remuneration from subsidiaries and associated companies
(III) Total				25,000.00						25,000.00
Francesca Pischedda	Alternate Auditor	2023	31/12/2023
(I) Remuneration from company preparing the accounts				(*)
(II) Remuneration from subsidiaries and associated companies
(III) Total
Maurizio Nastri	Alternate Auditor	2023	31/12/2023
(I) Remuneration from company preparing the accounts				(*)
(II) Remuneration from subsidiaries and associated companies				4,000.00 (15)						4,000.00
(III) Total				4,000.00						4,000.00
Senior Executives (5)	AGGREGATE FORM
(I) Remuneration from company preparing the accounts				944,000.00		400,306.83		36,335.42		1,380,642.25	396,169.33
(II) Remuneration from subsidiaries and associated companies				614,441.29 (16)		132,794.32		6,702.27		753,937.87
(III) Total				1,558,441.29		533,101.15		43,037.69		2,134,580.12	396,169.33

• (*) no compensation is currently envisaged for the position of Alternate Auditor
• (1) compensation pursuant to Article 2389, paragraph 3, of the Civil Code, as resolved by the Shareholders' Meeting of 02/12/2020 and confrmed at the Shareholders' Meeting of 07/20/2021 of Intercos
• (2) compensation paid to Mr. Dario Gianandrea Ferrari by Intercos Paris in his capacity as Gérant
• (3) compensation paid as per the Intercos Shareholders' Meeting motion of 07/20/2021
• (4) compensation paid as per the Intercos Shareholders' Meeting motion of 07/20/2021
• (5) compensation paid by Intercos Europe, as resolved by the Board of Directors of Intercos Europe on 13/07/2022
• (6) the Director waived the fee
• (7) in addition to the remuneration as Director (as resolved by the Shareholders' Meetings of 02/12/2020 and 07/20/2021): Euro 10,000.00 as member of the CRC; Euro 10,000.00 as member of the ARC; Euro 15,000.00 as Chairperson of the RPT Committee
• (8) in addition to the remuneration as Director (as resolved by the Shareholders' Meetings of 02/12/2020 and 07/20/2021): Euro 20,000.00 as Lead Independent Director; Euro 15,000.00 as Chairperson of CRC; Euro 10,000.00 as member of the RPT Committee
• (9) in addition to the remuneration as Director (as resolved by the Shareholders' Meetings of 02/12/2020 and 07/20/2021): Euro 10,000.00 as member of the CRC; Euro 10,000.00 as member of the ARC
• (10) in addition to the remuneration as Director (as resolved by the Shareholders' Meeting of 07/20/2021): Euro 15,000.00 as Chairperson of the ARC; Euro 10,000.00 as member of the RPT Committee
• (11) amount referred to the position of Chairperson of the Board of Statutory Auditors, as resolved by the Shareholders' Meeting on 07/20/2021
• (12) compensation consisting of Euro 10,000.00 and Euro 5,000.00 paid for the positions held in Intercos Europe (motion of the Intercos Europe Shareholders' Meeting of 28/04/2022) and Cosmint (motion of the Cosmint Shareholders' Meeting of 11/02/2020) respectively
• (13) compensation for the position of Statutory Auditor, as approved by the Shareholders' Meeting on 07/20/2021
• (14) compensation for the position of Statutory Auditor. Following the resignation of the Statutory Auditor Ms. Maria Maddalena Gnudi on April 21, 2022 as a result of unexpected professional commitments, the Alternate Auditor Ms. Monica Manzini assumed the role of Statutory Auditor as per Article 2401 of the Civil Code. Ms. Monica Manzini remained in ofce until the Shareholders' Meeting of April 29, 2022 and in prorogatio until the Shareholders' Meeting of June 29, 2022, which by unanimous vote of those present, approved the supplementation of the Board of Statutory Auditors of the company as per Article 2401 of the Civil Code, appointing, on the proposal presented by the shareholder Dafe 4000 S.r.l. (and therefore without undertaking slate voting), Ms. Monica Manzini as Statutory Auditor, and Ms. Francesca Pischedda as Alternate Auditor.
• (15) remuneration for the ofce held in Cosmint, as resolved by the Cosmint Shareholders' Meeting of 11/02/2020
• (16) the compensation for a SE was converted to Euro from the \$ currency, based on the average ofcial exchange rate as of January 2024 which is \$ 1.0905136363636
• (17) the value may include, inter alia, motor vehicles, insurance policies and supplementary pension plans

61 62 INTERCOS GROUP REMUNERATION POLICY AND REPORT

Table 3A					Financial instrument-based incentive plans, other than stock options, in favor of members of the Board of Directors, General Managers and other Senior Executives
				Financial instruments granted in previous years not vested in the year	Financial instruments allocated in the year					Financial instruments vested in the year and not allocated	Financial instruments vested in the year and allocated		Financial instruments accruing in the year
A	B	(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)	(10)	(11)	(12)
Name	Ofce	Plan	Number and type fnancial instru ments	Vesting period	Number and type of fnan cial instru ments	Fair value at grant date €	Vesting period	Grant date	Market price on grant date €	Number and type of fnancial instruments	Number and type of fnancial instruments	Value at vesting date €	Fair value €
Renato Semerari	Chief Executive Ofcer
(I) Remuneration from company preparing the accounts		LTI 2022-2024 (20/07/2021)	150,000 Performance Shares	01/01/2022 - 31/12/2024									140,600.00
		LTI 2023-2025 (28/04/2023)			40,000 Performance Shares	540,400	01/01/2023 - 31/12/2025	(28/04/2023)	13.51				180,133.33
(II) Remuneration from subsidiaries and associated companies
(III) Total													320,733.33
Ludovica Arabella Ferrari	Executive Director
(I) Remuneration from company preparing the accounts		LTI 2022-2024 (20/07/2021)	36,000 Performance Shares	01/01/2022 - 31/12/2024									33,744.00
		LTI 2023-2025 (28/04/2023)			12,000 Performance Shares	162,120	01/01/2023 - 31/12/2025	(28/04/2023)	13.51				54,040.00
(II) Remuneration from subsidiaries and associated companies
(III) Total													87,784.00
Gianandrea Ferrari	Executive Director
(I) Remuneration from company preparing the accounts		LTI 2022-2024 (20/07/2021)	24,000 Performance Shares	01/01/2022 - 31/12/2024									22,496.00
		LTI 2023-2025 (28/04/2023)			10,000 Performance Shares	135,100	01/01/2023 - 31/12/2025	(28/04/2023)	13.51				45,033.33
(II) Remuneration from subsidiaries and associated companies
(III) Total													67,529.33

63 64 INTERCOS GROUP REMUNERATION POLICY AND REPORT

Table 3A Financial instrument-based incentive plans, other than stock options, in favor of members of the Board of Directors, General Managers and other Senior Executives
				Financial instruments granted in previous years not vested in the year	Financial instruments allocated in the year					Financial instruments vested in the year and not allocated	Financial instruments vested in the year and allocated		Financial instruments accruing in the year
A	B	(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)	(10)	(11)	(12)
Name	Ofce	Plan	Number and type fnancial instru ments	Vesting period	Number and type of fnan cial instru ments	Fair value at grant date €	Vesting period	Grant date	Market price on grant date €	Number and type of fnancial instruments	Number and type of fnancial instruments	Value at vesting date €	Fair value €
Senior Executives (5)	AGGREGATE FORM
(I) Remuneration from company preparing the accounts		LTI 2022-2024 (20/07/2021)	144,000 Performance Shares	01/01/2022 - 31/12/2024									134,976.00
		LTI 2023-2025 (28/04/2023)			58,000 Performance Shares	783,580	01/01/2023 - 31/12/2025	(28/04/2023)	13.51				261,193.33
(II) Remuneration from subsidiaries and associated companies
(III) Total													396,169.33

65 66 INTERCOS GROUP REMUNERATION POLICY AND REPORT

Table 3B Monetary incentive plans in favor of members of the Board of Directors, General Managers and other Senior Executives

A	B	(1)	(2)				(4)
			Bonus for the year				Other bonuses €
			(A)	(B)	(C)	(A)	(B)	(C)
Name	Ofce	Plan	Payable/ Paid €	Deferred €	Deferred period	No longer issuable €	Payable/ Paid €	Still deferred €
Renato Semerari	Chief Executive Ofcer
(I) Remuneration from company preparing the accounts		STI FY 2023	505,678.90
(II) Remuneration from subsidiaries and associated companies
(III) Total			505,678.90
Ludovica Arabella Ferrari	Executive Director
(I) Remuneration from company preparing the accounts		STI FY 2023	102,900.16
(II) Remuneration from subsidiaries and associated companies
(III) Total			102,900.16
Gianandrea Ferrari	Executive Director
(I) Remuneration from company preparing the accounts
(II) Remuneration from subsidiaries and associated companies		STI FY 2023	47,877.54
(III) Total			47,877.54
Senior Executive (5)	AGGREGATE FORM
(I) Remuneration from company preparing the accounts		STI FY 2023	400,306.83
(II) Remuneration from subsidiaries and associated companies		STI FY 2023	132,794.32
(III) Total			533,101.15

Number of Senior Executives	Company	Number of shares held at the end of the previous year (2022)	Number of shares acquired	Number of shares sold	Number of shares held at the end of the current year (2023)
5	Intercos	179,740	0	8,225	171,515

Name	Ofce	Company	Number of shares held at the end of the previous year (2022)	Number of shares acquired	Number of shares sold	Number of shares held at the end of the current year (2023)
Dario Gianandrea Ferrari **			192,488	0	192,488	0
Dario Gianandrea Ferrari (through DAFE 3000 S.r.l. and DAFE 4000 S.r.l.)	Executive Chairperson of the Board of Directors*	Intercos	22,808,452	192,488	0	23,000,940
Dario Gianandrea Ferrari (through DAFE 5000 S.r.l.)			7,998,661	0	0	7,998,661
Renato Semerari***	Chief Executive Ofcer	Intercos	830,173	0	0	830,173
Ludovica Arabella Ferrari ****	Executive Director	Intercos	71,236	0	0	71,236
Gianandrea Ferrari	Executive Director	Intercos	37,933	0	0	37,933

Schedule 7-TER - Table 1 Schedule 1, Section 2 Shareholdings of the Board of Directors and Statutory Auditors and General Managers

Newly granted instruments, based on the decision:

Schedule 7-TER - Table 2 Shareholdings of other Senior Executives

• of the Board of Directors' proposal to the Shareholders' Meeting

• of the board responsible for implementing the Shareholders' Meeting resolution

(*) Title and method of ownership of the shares in Intercos S.p.A. held indirectly by Dario Gianandrea Ferrari:

• the table shows the shares of Intercos S.p.A. held directly by Dafe 4000 S.r.l., which is controlled by Dafe 3000 S.r.l., in turn controlled by Dario Gianandrea Ferrari;
• the table shows the shares of Intercos S.p.A. held directly by Dafe 5000 S.r.l., which is controlled by Dario Gianandrea Ferrari;
• the shareholder has obtained multi-voting rights.

The following transactions carried out during 2023 are of particular note:

• ** on January 30, 2023, Dario Gianandrea Ferrari sold 192,488 shares to Dafe 4000 S.r.l.;
• *** on March 16, 2023, Renato Semerari established a pledge on 300,000 shares of Intercos S.p.A. under his ownership. This pledge provides that the pledging party retains their voting rights;
• **** on September 26, 2023, Ludovica Arabella Ferrari established a pledge on 35,000 shares of Intercos S.p.A. under her ownership. This pledge provides that the pledging party retains their voting rights.

Name or category	Ofce	Date of the Share holders' Meeting resolu tion	Type of fnancial instrument	Number of fnancial instruments granted	Grant date	Purchase price of the instruments	Market price on grant date (Euro)	Vesting period
Renato Semerari	Chief Executive Ofcer	LTI 2022-2024 (20/07/2021)	Intercos ordinary shares	150,000 potentially attributable (1)	17/11/ 2021		15.84	2022-2024
	Chief Executive Ofcer	LTI 2023-2025 (28/04/2023)	Intercos ordinary shares	40,000 potentially attributable (1)	03/05/ 2023		13.51	2023-2025
Ludovica Arabella Ferrari	Executive Director	LTI 2022-2024 (20/07/2021)	Intercos ordinary shares	36,000 potentially attributable (1)	17/11/ 2021		15.84	2022-2024
	Executive Director	LTI 2023-2025 (28/04/2023)	Intercos ordinary shares	12,000 potentially attributable (1)	03/05/ 2023		13.51	2023-2025
Gianandrea Ferrari	Executive Director	LTI 2022-2024 (20/07/2021)	Intercos ordinary shares	24,000 potentially attributable (1)	17/11/ 2021		15.84	2022-2024
	Executive Director	LTI 2023-2025 (28/04/2023)	Intercos ordinary shares	10,000 potentially attributable (1)	03/05/ 2023		13.51	2023-2025
Senior Executives (5)	AGGREGATE FORM	LTI 2022-2024 (20/07/2021)	Intercos ordinary shares	144,000 potentially attributable (1)	17/11/ 2021		15.84	2022-2024
	AGGREGATE FORM	LTI 2023-2025 (28/04/2023)	Intercos ordinary shares	58,000 potentially attributable (1)	03/05/ 2023		13.51	2023-2025
Other managers (19)	AGGREGATE FORM	LTI 2022-2024 (20/07/2021)	Intercos ordinary shares	210,333 potentially attributable (1)	17/11/ 2021		15.84	2022-2024
Other managers (25)	AGGREGATE FORM	LTI 2023-2025 (28/04/2023)	Intercos ordinary shares	105,333 potentially attributable (1)	03/05/ 2023		13.51	2023-2025

(1) maximum number of shares potentially attributable at the end of the vesting period (01/01/2022-31/12/2024 and 01/01/2023-31/12/2025) subject to the achievement of the targets at the end of the three-year period and the terms and conditions set out in the plan.

NOTE

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INTERCOS GROUP