MARR — Remuneration Information 2017

Apr 4, 2017

Report on Remuneration

pursuant to art. 123 ter of Legislative Decree 58/1998

14 March 2017

MARR S.p.A. Via Spagna, 20 – 47921 Rimini (Italy) Share Capital € 33,262,560 fully paid-up Tax Code and Rimini Register of Enterprises 01836980365 Rimini E.A.R. no. 276618 Company subject to the management and coordination of Cremonini S.p.A. – Castelvetro (MO) www.marr.it

INTRODUCTION

This document has been drawn up with the aim of providing the shareholders of MARR S.p.A. (hereinafter "MARR" or "Company") and the market with wideranging and detailed information on the Remuneration Policy applied to the members of the management and auditing bodies and managers with strategic responsibilities pursuant to art. 123 ter of Legislative Decree 58/1998 Consolidated Law on Finance (hereinafter "CLF") and in compliance with that recalled in art. 84 quater of the Issuers Regulations adopted by Consob in deliberation no. 11971/1999.

The report is divided into two sections:

• the first section illustrates the Company policy concerning remuneration and the procedures used for the adoption and implementation of this policy;

• the second section illustrates in a nominative manner the remuneration of the management and auditing bodies.

SECTION I

A. Approval and implementation of the Remuneration Policy

In fulfilment of that provided by the Corporate Governance Code for companies listed on the stock exchange drawn up by the Corporate Governance Committee and promoted by Borsa Italiana S.p.A. ABI, Ania, Assogestioni, Assonime e Confindustria (hereinafter "Corporate Governance Code"), the MARR Remuneration Policy was approved, on proposal by the Remuneration and Nomination Committee and with the favourable opinion of the Board of Statutory Auditors, by the Board of Directors meeting on 11 November 2011.

On proposal by the Remuneration and Nomination Committee and with the favourable opinion of the Board of Auditors, the Board of Directors subsequently made some modifications to the Remuneration Policy, specifically:

• on 20 February 2013, in consideration of that disposed by art. 18, paragraph 2 of the Corporate By Laws concerning specific emoluments due to the board members with specific offices and/or duties;
• on 14 March 2014, in order to make the Remuneration Policy more suited to the structure of the management body;
• on 6 October 2014 to adjust the text to the Corporate Governance Code in force and the Corporate Governance Code of the Company.
• on 14 May 2015, in order to better define the medium-long-term performance objectives.

B. Remuneration and Nomination Committee

In compliance with that disposed by the Corporate Governance Code, the Board of Directors has set-up an internal Remuneration and Nomination Committee.

The Remuneration and Nomination Committee is currently composed of the nonexecutive and independent directors Messrs Paolo Ferrari, Giuseppe Lusignani and Marinella Monterumisi. Mr Paolo Ferrari has been appointed as Chairman of the Committee.

The members of the Committee have adequate experience in financial and managerial matters acquired from a business, professional and academic viewpoint, deemed suitable on their appointment.

Pursuant to the Code of Self-Discipline adopted by the Company, the Remuneration and Nomination Committee is, among other things, called upon to:

• periodically assess the adequacy, overall consistency and concrete application of the remuneration policy for the directors and managers with strategic responsibilities, using the information provided by the Chief Executive Officer in this regard, and formulate proposals to the Board of Directors on the matter;

• submit proposals or express opinions to the Board of Directors concerning the remuneration of the executive directors and the other directors appointed to specific offices, and also on the establishment of the performance objectives related to the variable component of said remuneration; monitor the application of the decisions adopted by the Board itself, in particular verifying the effective achievement of the performance objectives.

C. Intervention by independent experts

The Company did not resort to the use of external consultants in the preparation of the Remuneration Policy.

D. Aims and principles of the Remuneration Policy

The Remuneration Policy has been drawn up with the intention of formalising a valid instrument aimed at:

• attracting, retaining and motivating a management team with adequate professional skills;

• aligning the interests of the management team and the shareholders;

• promoting the creation of added value for the shareholders in the medium-long term.

The Remuneration Policy adopted by MARR respects the indications provided by art. 7 of the Company's Code of Self-Discipline concerning the "Remuneration of the directors", which is consistent with the principles and criteria in art. 6 of the Corporate Governance Code.

It should be noted that, due to the characteristics of the company's activities, in the context of art. 7 of the Company's Code of Self-Discipline, it has been deemed opportune to not include remuneration plans based on shares.

E. Policies concerning the fixed and variable components of remuneration

The Company has identified the following subjects as recipients of the Remuneration Policy:

• the members of the Board of Directors;

• the non-executive directors with positions on the internal Committees of the Board of Directors;

• the members of the Board of Statutory Auditors;

• the executive directors – managers with or without strategic responsibilities.

As regards these latter individuals, it should be noted that:

• only managers with strategic responsibilities have been identified as Executive Officers (hereinafter "Executive Directors with strategic responsibilities");

• in addition to the executive directors appointed to the position of "Executive Officer", the MARR Board of Directors may also include executive directors with managerial qualifications (hereinafter "Executive Directors without strategic responsibilities").

Remuneration of the members of the Board of Directors

With the exception of the executive directors, the remuneration of the members of the Board of Directors is constituted exclusively by a fixed component and does not include any remuneration based on the achievement of results.

The entity of the remuneration of the Board of Directors is determined by the Shareholders' Meeting on appointment and conferment of their duties. Should the Shareholders' Meeting not have done so, the Board shall decide upon the subdivision of the remuneration equally among its members.

The members of the Board of Directors have the right to be reimbursed the expenses sustained in performing their duties.

As provided by the Company By Laws, the Board members invested with specific powers are due specific emoluments for this, the establishment of which is performed by the Board of Directors, after hearing the opinion of the Board of Auditors and the Remuneration and Nomination Committee.

These specific emoluments may not in any case exceed the amount of 6 times the remuneration of each Director determined as stated in the second paragraph, that provided in the Remuneration Policy concerning executive directors qualified as managers with strategic responsibilities holding firm.

Remuneration of the directors appointed as members of the internal Committees of the Board of Directors

The remuneration of the directors appointed as members of the Committees is constituted exclusively by a fixed component and does not include any remuneration plans based on the achievement of results.

The remuneration of the members of the Committees, which is determined by the Board of Directors, is additional to that deliberated by the Shareholders' Meeting and is the same for each member.

No further integrations are provided for the directors called upon to perform the duties of Committee Chairman.

The Board of Directors has set up two Committees, for which the following Remuneration Policy has been established:

Remuneration and Nomination Committee: constituted by at least three members and exclusively by independent directors. The overall remuneration of the Committee is commensurate to the commitment required and is between 5% and 10% of the remuneration allocated by the Shareholders' Meeting for the entire Board.

Control and Risk Committee: constituted by at least three members and exclusively by independent directors. The overall remuneration of the Committee is commensurate to the commitment required and is between 20% and 30% of the remuneration allocated by the Shareholders' Meeting for the entire Board.

Remuneration of the members of the Board of Auditors

The total annual emoluments for the Auditors are determined by the Shareholders' Meeting by virtue of their independence, although the possibility of establishing a maximum all-inclusive threshold for the entire Board has not been ruled out.

The remuneration of the auditors, as expressly provided by the Code of Governance, is commensurate to the commitment required, the significance of the role and also the dimensional and sectoral characteristics of the Company.

Remuneration of the executive directors

The remuneration of the executive directors is constituted by a "fixed" component and a "variable" component.

The entity of both components and the mechanism for determining the "variable" quota are determined:

• by the Remuneration and Nomination Committee and approved by the Board of Directors with the favourable opinion of the Board of Auditors, for the Executive Directors with strategic responsibilities;

• by the Director delegated to do so for the Executive Directors without strategic responsibilities and therefore in the framework of their status of employees and managers of the Company.

The "fixed" annual component, which is in itself sufficient to remunerate the position should the "variable" component not be paid due to the failure to achieve the required objectives, tends to be in line with the reference market values and is commensurate to skills and capacities and is also determined on the basis of the professional specialisation of the position filled within the company and the related responsibilities.

The "fixed" component is constituted by:

• remuneration for dependent employment;
• the remuneration1 allocated by the Board of Directors, even if for a period of less than the three years of their term of office.

The "variable" component may represent up to 40% of their entire remuneration for the Executive Directors with strategic responsibilities, and up to 30% for the Executive Directors without strategic responsibilities.

For the executive directors with strategic responsibilities, the deferred payment over time of part of the variable remuneration is also provided, with respect to the time of accrual.

F. Non-monetary benefits

The Company recognises non-monetary benefits of a limited value to some of the Executive Directors, such as company cars and accommodation.

¹ This remuneration is "eventual" for the Executive Directors without strategic responsibilities.

G. Description of the performance objectives for the variable components

Executive Directors with strategic responsibilities

The variable component of the remuneration due to the Executive Directors with strategic responsibilities has as its main objectives:

• stabilising collaboration relations ("stability");
• promoting the creation of added value through the increase of the market share of the Company ("market share");
• maintaining levels of profitability ("performance targets").

The variable component is constituted by:

• a short term part determined on the basis of the annual objectives (not more than 80% of the total amount);

• a medium-long term part determined on the basis of the multi-annual objectives (not less than 20% of the total amount).

The reference for the multi-annual objectives is the triennium; in the current initial phase of application, the reference period is constituted by the biennium 2015- 2016, as the triennial reference period is applicable as of 2017.

1. Stability

A portion of not more than 50% of the entire variable component is allocated to periodically guarantee business continuity.

The portion relating to the annual goals will be correlated to the effective presence on the workforce and at work during and at the end of each year, that linked to the multi-annual goals to the effective presence on the workforce and at work during and at the end of the triennium (or biennium during initial application).

2. Market Share

A portion of not more than 20% of the entire variable component for a growth comparable, on an annual basis, to that recorded by the Confcommercio Studies Office for the "hotels, meals and Out-of-Home food consumption" segment, thereby maintaining the growth of the Company's market share.

The part linked to the annual goals will be correlated to the achievement of said growth goals each year, while that linked to the multi-annual goals will be correlated to the cumulative achievement of the growth goals in the triennium (or biennium during initial application).

3. Performance targets

The remaining portion of the entire variable component for a level of profitability in line with that provided by the budget for the period and that achieved by comparable companies.

The part linked to the annual goals will be correlated to the achievement of the annual goals, while that for the triennium (or biennium during initial application) will be correlated to the achievement of all the goals for each of the years comprising the reference period.

Executive Directors without strategic responsibilities

The variable component of the remuneration due to the Executive Directors without strategic responsibilities has as its main objectives:

• stabilising collaboration relations;
• maintaining levels of profitability in line with that provided by the budget for the period.

"Clawback" clause

The Company may request the restitution of all or part of the variable components of remuneration paid (or withhold sums that are not due), determined on the basis of the figures that are subsequently found to be blatantly incorrect.

H. Criteria for the evaluation of results

Pursuant to art. 7.9 of the Company's Code of Self-Discipline, the Remuneration and Nomination Committee monitors the application of the decisions taken by the Board of Directors concerning remuneration, verifying the effective achievement of the performance objectives.

I. Information on the consistency of the Remuneration Policy with the achievement of the medium-long term interests of the Company.

The Remuneration Policy adopted by the Company is consistent with the achievement of the medium-long term interests and includes incentives systems aimed at ensuring the "sustainability and durability" of business activities and increasing the fidelity of the management team.

The "variable" component of the remuneration of the executive directors with strategic responsibilities has as its main objective:

• 1. Retaining the management team ensure long-term relationship with management, necessary to the good, regular and continuous operation of the Company;
• 1. Strengthening the market share promoting the creation of value through the growth of the company's market shares;
• 1. Pursuing performance targets achieving the objectives provided by the budget and maintaining the levels of profitability in line with those of comparable companies (operating on other markets, as direct comparison is impossible in Italy).

The combination of these three components not only ensures a short-term result, but also, and especially, that for the medium and long-term.

1. Retaining the management team

Increasing the fidelity of the management team is achieved in two contexts:

• As regards the variable component which stabilises the collaboration relations of the executive directors, who are usually appointed with a term of office of one triennium, the Remuneration Policy provides that part of the variable component is linked to the stability.

• as regards the same remuneration item for some of the components of the operational management team, the Company's Remuneration Policy provides that the Strategic Committee or, failing that, the Chairman identifies the managers in positions required for the proper, regular and continuing functioning of the Company and in that case the Chief Executive Officer implements suitable stability plans for them.

2. Strengthening the market share

• In the market on which the Company operates, the strengthening of the market share is a less hazardous component than it is in other sectors (for example in the sector of products for home use), given that obtaining the fidelity of customers is much more difficult, and is therefore mush more stable and long-lasting. The objective of the Chief Executive Officers is that of achieving rates of growth that are more or less similar to those of the market recorded through the analysis document prepared monthly by the Confcommercio studies office concerning the "hotels, meals and extra-domestic consumption" segment. Maintaining the market share of the company over time is a more than reasonable certainty of business stability and continuity of results.

3. Pursuing performance targets

• The budget evaluated and approved by the Board of Directors, also following the modifications made in recent years, is not constituted solely by the short-term "numerical" parts, but also includes a group of guidelines and multi-annual operating plans, the realisation of which is the real driving force behind the stability of results over the years.

The achievement of the objectives, which is measured by the Remuneration and Nominations Committee (and then the Board of Directors) does not therefore include only the economic results of the year, but also the activities that may favour future results.

• The comparison of the profitability achieved with that characterising international peers on the stock market (principally Sysco in the USA and Sligro in Holland) is very important, given that it is a stimulus to continuous enhancement and, consequently, the implementation of management enhancements that become part of the best practices of the Company in the medium and long-term.

In addition to identifying the objective consistent with the pursuit of the long-term interests of the Company, the Remuneration Policy provides that a quota of the variable remuneration due to the executive directors is linked to the achievement of the multi-annual objectives, again with the scope of aligning the interests of the latter with the achievement of the priority objective of creating value for the shareholders over a medium-long-term timeframe.

J. Terms for the accrual of rights

The achievement of the annual and medium- long term objectives is verified by the Remuneration and Appointments Committee and the payment of the amounts accrued is consequently deliberated by the Board of Directors during the approval of the draft of the Annual financial report.

K. Clauses for maintaining financial instruments in the portfolio

The Remuneration Policy does not include incentives plans based on shares or other financial instruments, and therefore there are no clauses for maintaining financial instruments in the portfolio after their acquisition.

L. Treatment in the case of stepping down from office or termination of employment relations

The indemnities eventually provided for the termination of employment relations of the executive directors is defined in the framework of their dependent employment relations in respect of the collective contract. As regards the other positions, no specific indemnities are provided, as they are already included in the variable "stability" component.

In the case of the eventual interruption of relations with the Company by one or more of the recipients of the Remuneration Policy for reasons other than just cause, it has been deemed just to pursue extra-judicial solutions on an equitable basis, within the limits provided by the good practices existing for similar figures, that provided by the laws and contracts in force holding firm. There are no specific agreements ongoing which determine particular indemnities in the case of termination of relations.

The Corporate Governance Code of the Company also provides that, whenever an executive director or general manager steps down from office and/or ends their employment relations, it makes known, after the internal processes leading to the attribution or recognition of indemnities and/or other benefits, detailed information in this regard, through a notification diffused to the market which includes the information and indications of which in applicative criterion 6.C.8. of the Corporate Governance Code.

M . Insurance coverage, social security and pensions

Insurance coverage for civil liability deriving from the position filled is provided.

N. Remuneration policy with reference to the independent directors, those appointed to Committees and the performance of specific duties.

See the preceding point E.

O. Reference parameters used in the definition of the Remuneration Policy

The remuneration policies of other companies have not been used as reference in the preparation of the Remuneration Policy.

SECTION II

The following section, in two parts, illustrates in a nominative manner the remuneration of the members of the management and auditing bodies.

Part One

The following is an illustrative description of each of the items comprising the remuneration for the 2016 business year.

Remuneration of the Board of Directors and the Board members invested with specific duties

On 28 April 2014, the Shareholders' Meeting renewed the management body, establishing an overall annual remuneration for the entire Board of Directors of 220,000 Euros. The Board of Directors subsequently decided to divide this amount into equal parts among the 11 members, thereby recognising to each of them a gross annual remuneration of 20,000 Euros for their term of office, to be equalized each year.

On 13 November 2015, the Board of Directors, on proposal by the Remuneration and Appointments Committee and with the favourable opinion of the Board of Auditors, decided to attribute to Mr. Paolo Ferrari a fixed remuneration of 80,000 Euros, to be equalized over the year, for the duties undertaken as new Chairman of the Board of Directors.

Remuneration of the directors appointed to the internal Committees of the Board of Directors

On 28 April 2014, the Board of Directors constituted the Control and Risk Committee and the Remuneration and Nomination Committee, both composed of the independent directors Messrs Paolo Ferrari, Giuseppe Lusignani and Marinella Monterumisi. After hearing the favourable opinion of the Board of Statutory Auditors, the Board also decided to assign to the aforementioned directors:

• as members of the Remuneration and Nomination Committee, an additional annual remuneration, for the duration of their term of office, of 4,000 (four thousand) Euros to be equalized each year;

• as members of the Control and Risk Committee, an additional annual remuneration, for the duration of their term of office, of 15,000 (fifteen thousand) Euros to be equalized each year.

Remuneration of the members of the Board of Auditors

The Shareholders' Meeting on 28 April 2014, taking into account the professional tariffs for chartered accountants, decided that the annual emoluments due to the members of the Board of Auditors should be 27,000 Euros for the Chairman and 18,000 Euros for the Standing Auditors.

Remuneration of the executive directors

During the course of 2016, the following were executive directors:

• Mr. Francesco Ospitali, Chief Executive Officer;
• Mr. Pierpaolo Rossi, Chief Executive Officer;
• Mrs. Lucia Serra director of the Legal Affairs, Insurance and Corporate Department;
• Mr. Antonio Tiso, Manager responsible for producing the corporate accounts documents, Chief Financial Officer and Investor Relator.

Mr. Francesco Ospitali and Mr. Pierpaolo Rossi, acting as Chief Executive Officers of the Company, were identified as Executive Directors with strategic responsibilities.

Mr. Francesco Ospitali was attributed the following remuneration with reference to the 2016 business year:

a) Fixed component

The fixed remuneration for dependent employment paid amounted to 173,714 Euros for the 2016 business year (covering the entire solar year), gross of social security and fiscal costs charged to the recipient and excluding the obligatory collective social security costs charged to the company and the severance fund allocation.

On 28 April 2014, the Board of Directors, on proposal by the Remuneration and Appointments Committee and with the favourable opinion of the Board of Auditors, established the fixed component of the remuneration due to Mr. Francesco Ospitali as Chief Executive Officer as 100,000 Euros annually, for the period of his term of office.

b) Variable component

On 14 May 2015, the Board of Directors, on proposal by the Remuneration and Appointments Committee and with the favourable opinion of the Board of Auditors, established that each Chief Executive Officer will be attributed the following variable remuneration for the 2015-2016 business years, in respect of the Remuneration Policy in force, thus defined:

• 85,000 Euros/year linked to the achievement of the objectives for the year and precisely Euros 42,500, Euros 17,000 and Euros 25,500 for each of the objectives abovementioned;

• 50,000 Euros in total linked to the achievement of the multi-annual objectives (biennium 2015-2016) and precisely in the same order Euros 25,000, Euros 10,000 and Euros 15,000.

After verifying the achievement of all the annual objectives (2016) and multiannual (2015-2016) established in the Remuneration Policy, Mr. Francesco Ospitali was paid the amount of 135,000 Euros for 2017.

c) Non-monetary benefits

393 Euros as accommodation benefit.

Mr. Pierpaolo Rossi was attributed the following remuneration with reference to the 2016 business year:

a) Fixed component

The fixed remuneration for dependent employment paid amounted to 187,699 Euros for the 2016 business year (covering the entire solar year), gross of social security and fiscal costs charged to the recipient and excluding the obligatory collective social security costs charged to the company and the severance fund allocation.

On 28 April 2014, the Board of Directors, on proposal by the Remuneration and Appointments Committee and with the favourable opinion of the Board of Auditors, established the fixed component of the remuneration due to Mr. Pierpaolo Rossi as Chief Executive Officer as 100,000 Euros annually, for the period of his term of office.

b) Variable component

On 14 May 2015, the Board of Directors, on proposal by the Remuneration and Appointments Committee and with the favourable opinion of the Board of Auditors, established that each Chief Executive Officer will be attributed the following variable remuneration for the 2015-2016 business years, in respect of the Remuneration Policy in force, thus defined:

• 85,000 Euros/year linked to the achievement of the objectives for the year and precisely in the same order Euros 25,000, Euros 10,000 and Euros 15,000 for each of the objectives abovementioned;

• 50,000 Euros in total linked to the achievement of the multi-annual objectives (biennium 2015-2016) and precisely in the same order Euros 25,000, Euros 10,000 and Euros 15,000.

After verifying the achievement of all the annual objectives (2016 e multi-annal (2015-2016) established in the Remuneration Policy, Mr. Pierpaolo Rossi was paid the amount of 135,000 Euros for 2017.

Mrs. Lucia Serra was attributed the following remuneration with reference to the 2016 business year:

a) Fixed component

The fixed remuneration for dependent employment paid amounted to 73,325 Euros for the 2016 business year (covering the entire solar year), gross of social security and fiscal costs charged to the recipient and excluding the obligatory collective social security costs charged to the company and the severance fund allocation.

b) Variable component

6.000 Euros on the basis of 2016 MBO plan.

15.000 Euros as stability premium paid out in 2016, in the framework of the dependent employment relations.

• c) Non-monetary benefits
• 1,629 Euros as benefit for using a company car.
• d) Other remuneration
• 7,000 Euros as remuneration for the position of special attorney.

Mr. Antonio Tiso was attributed the following remuneration with reference to the 2016 business year:

a) Fixed component

The fixed remuneration for dependent employment paid amounted to 66.679 Euros for the 2016 business year (covering the entire solar year), gross of social security and fiscal costs charged to the recipient and excluding the obligatory collective social security costs charged to the company and the severance fund allocation.

b) Variable component

7,000 Euros on the basis of 2016 MBO plan.

33,000 Euros as stability premium paid out in 2016, in the framework of the dependent employment relations.

• c) Non-monetary benefits
• 2,125 Euros as benefit for using a company car.
• d) Other remuneration

38,000 Euros as remuneration for the position of special attorney.

Part Two

The following is an analytical description of the remuneration paid during the business year in question under any title and in any form by the Company and its subsidiaries, using the following tables:

• TABLE 1: Remuneration paid to the members of the management and auditing bodies, General Managers and other managers with strategic responsibilities;

• TABLE 2: Monetary incentive plans in favour of the members of the management body, General Managers and other managers with strategic responsibilities;

• TABLE 3: Holdings of the members of the management and auditing bodies and General Managers.

Rimini, 14 March 2017

The Chairman of the Board of Directors Paolo Ferrari

TABLE 1: Remuneration paid to the members of the management and auditing bodies, General Managers and other managers with strategic responsibilities

Members of the Board of Directors

		Pe rio d f wh ich th or e off ice he ld w as	Te f off ina tio rm n o ice	Fix ed rem ti un era on	Re rat ion mu ne for icip ion art at p in c mi tte om es	Va ria ble rem un	uit no n-e q y tio era n	No	Ot he r rem un tio era n	TO TA L	Fa ir lue of va uit eq y rem un er ati on	Ind nit ies em for d o f en
d s Na me an urn am e	Of fic e					Bo nd nu s a oth er inc tiv en e	Pa rtic ip ion at in the rof its p	n tar mo ne y be fits ne				off ice or tio f ce ssa n o loy nt em p me rel ati on s
	Ind . d ire cto ep r	/01 /20 /12 /20 01 16 -31 16	Sh ho lde are rs eti f.s . 2 01 6 me ng
Pa olo Fe ri rra	Ch air n B oD ma	/01 /20 /12 /20 01 16 -31 16	Sh ho lde are rs eti f.s . 2 01 6 me ng
( ) ion f he dra ftin the f ina ial I Re rat t mu ne rom c om p an g nc y sta tem ts en				( ) 20 00 0 2 , ( ) 80 00 0 3 ,	( ) 15 00 0 5 , ( ) 4, 00 6					11 9, 00 0
( ) II Re ion fro rat mu ne	sub sid iar ies d a m an sso	cia tes
( ) III To tal				10 0, 00 0	19 00 0 ,					11 9, 00 0
Fra o O ita li nc esc sp	CE O	/01 /20 /12 /20 01 16 -31 16	Sh ho lde are rs eti f.s . 2 01 6 me ng
( ) I Re ion fro the dra ftin the fin cia l st rat ate nts mu ne m co mp an y g an me				( ) 3, 17 71 4 1 ( ) 20 00 0 2 , ( ) 10 0, 00 0 4		13 00 0 5,		( ) 39 3 7		42 9.1 07
( ) ion fro II Re rat mu ne	sub sid iar ies d a m an sso	cia tes
( ) III To tal				23 9.7 14		13 5, 00 0		39 3		42 9.1 07
Sh ho lde are rs Pie lo Ro ssi CE O 01 /01 /20 16 -31 /12 /20 16 rp ao eti f.s . 2 01 6 me ng
( ) I Re rat ion fro the dra ftin the fin cia l st ate nts mu ne m co mp an y g an me				( ) 18 7, 69 9 1 ( ) 20 00 0 2 , ( ) 10 0, 00 0 4		13 5, 00 0				44 2, 69 9
( ) II Re ion fro rat mu ne	sub sid iar ies d a m an sso	cia tes
( ) III To tal				30 7, 69 9		13 5, 00 0				44 2, 69 9
Illia ri s A rat	dir No tor n-e xe c. ec	/01 /20 /12 /20 01 16 -31 16	Sh ho lde are rs eti f.s . 2 01 6 me ng
( ) I Re ion f he dra ftin the f ina ial rat t mu ne rom c om p an y g nc sta tem ts en			( ) 20 00 0 2 ,						20 00 0 ,
( ) II Re ion fro rat mu ne	sub sid iar ies d a m an sso	cia tes
( ) III To tal				20 00 0 ,						20 00 0 ,
Gi Bo ldr ini uè os	No dir tor n-e xe c. ec	01 /01 /20 16 -31 /12 /20 16	Sh ho lde are rs eti f.s . 2 01 6 me ng

( ) I Re ion f rat mu ne sta tem ts en	he t rom c om p an y	dra ftin the f ina ial g nc		( ) 20 00 0 2 ,				20 00 0 ,
( ) II Re ion fro rat mu ne m
( ) III To tal				20 00 0 ,				20 00 0 ,
Cla ud ia Cr ini em on	No dir tor n-e xe c. ec	/01 /20 /12 /20 01 16 -31 16	Sh ho lde are rs eti f.s . 2 01 6 me ng
( ) I Re ion f rat mu ne sta tem ts en	he t rom c om p an y	dra ftin the f ina ial g nc		( ) 20 00 0 2 ,				20 00 0 ,
( ) II Re rat ion fro mu ne	sub sid iar ies d a m an sso	cia tes
( ) III To tal				20 00 0 ,				20 00 0 ,
Vin C ini ce nzo rem on	No dir tor n-e xe c. ec
( ) I Re rat ion f t he dra ftin the f ina ial mu ne rom c om p an y g nc sta tem ts en				( ) 20 00 0 2 ,				20 00 0 ,
( ) II Re ion fro sub sid iar ies d a cia rat tes mu ne m an sso
( ) III To tal				20 00 0 ,				20 00 0 ,
Gi e L usi ni use p p g na	Ind . d ire cto ep r	/01 /20 /12 /20 01 16 -31 16	Sh ho lde are rs eti f.s . 2 01 6 me ng
( ) I Re rat ion f mu ne sta tem ts en	t he rom c om p an y	dra ftin the f ina ial g nc		( ) 20 00 0 2 ,	( ) 15 00 0 5 , ( ) 00 0 4, 6			39 00 0 ,
( ) ion fro II Re rat mu ne	sub sid iar ies d a m an sso	cia tes
( ) III To tal				20 00 0 ,	19 00 0 ,			39 00 0 ,
Ma rin ell a Mo nte isi rum	Ind . d ire cto ep r	/01 /20 01 16 - 31 /12 /20 16	Sh ho lde are rs eti f.s . 2 01 6 me ng
( ) I Re rat ion f t he dra ftin the f ina ial mu ne rom c om p an y g nc sta tem ts en				( ) 20 00 0 2 ,	) 4, ( 15 00 0 5 , ( ) 00 0 6			39 00 0 ,
( ) II Re rat ion fro mu ne	sub sid iar ies d a m an sso	cia tes
( ) tal III To				20 00 0 ,	19 00 0 ,			39 00 0 ,

Luc ia Se rra	Exe tiv e d ire cto cu r	01 /01 /20 16 - 31 /12 /20 16	Sh ho lde are rs eti f.s . 2 01 6 me ng
( ) I Re ion f rat mu ne sta tem ts en	he t rom c om p an y	dra ftin the f ina ial g nc		( ) 73 32 5 1 , ( ) 20 00 0 2 ,	15 00 0 , 6, 00 0	( ) 1, 62 9 7	7, 00 0	12 2, 95 4
( ) II Re ion fro rat mu ne	sub sid iar ies d a m an sso	cia tes
( ) III To tal				93 32 5 ,	21 00 0 ,	1, 62 9	7, 00 0	12 2, 95 4
An ton io Tiso	Exe tiv e d ire cto cu r	/01 /20 01 16 - 31 /12 /20 16	Sh ho lde are rs eti f.s . 2 01 6 me ng
( ) I Re ion f he dra ftin the f ina ial rat t mu ne rom c om p an y g nc sta tem ts en				( ) 9 66 67 1 , ( ) 20 00 0 2 ,	33 00 0 , 00 0 7,	( ) 2, 12 5 7	38 00 0 ,	16 6, 80 4
( ) ion fro sub sid iar ies d a cia II Re rat tes mu ne m an sso
( ) III To tal		86 67 9 ,	40 00 0 ,	2, 12 5	38 00 0 ,	16 6, 80 4

Notes:

(1) Remuneration for dependent employment;

(2) Remuneration as member of the Board of Directors;

(3) Remuneration for the performance of specific duties ex art. 2389, paragraph 3 of the Civil Code.

(4) Remuneration (fixed component) decided by the Board of Directors for the Chief Executive Officer;

(5) Remuneration as member of the Control and Risk Committee;

(6) Remuneration as member of the Remuneration and Nomination Committee;

(7) The values indicated are those recorded for fiscal purposes.

There is an insurance policy for civil liability for the management and auditing bodies, stipulated with a primary insurance company, the pro capita premium for which is negligible.

Members of the Board of Auditors

Na d s me an urn am e		Pe rio d f or wh ich th e Of fic e off ice w as he ld	Te ina tio f rm n o	Fix ed	ion Re rat mu ne for icip ion art at p	Va ria ble rem un	uit no n-e q y tio era n	No n	Ot he r	TO TA	Fa ir v alu f e o uit eq y	Ind nit ies fo em r d o f o ffic en e o r f
			off ice	tio rem un era n	in c mi tte om es	nd Bo nus a oth er inc ive ent	tici tio Par pa n in he fits t pro	tar mo ne y be fits ne	tio rem un era n	L	tio rem un era n	tio ce ssa n o loy nt em p me rel ati on s
Ezi o M ari a S im ell i on	Ch air ma n Bo ard of dit Au ors	01 /01 /20 16 - 31 /12 /20 16	Sh ho lde are rs eti f.s me ng 20 16
( ) ion fro I Re rat mu ne m	the co mp an	dra ftin the g y	fin cia l an	( ) 27 00 0 1 ,						31 30 0
sta tem ts en				( ) 4, 30 0 2						,
( ) II Re rat ion fro mu ne m	sub sid iar ies	d a cia tes an sso
( ) III To tal	31 30 0 ,						31 30 0 ,
Da vid e M tor i ura	Sta nd ing Au dit or	01 /01 /20 16 - 31 /12 /20 16	Sh ho lde are rs eti f.s me ng , 20 16
( ) ion fro I Re rat mu ne m	the co mp an	dra ftin the g y	fin cia l an	( ) 18 00 0 1 ,
sta tem ts en				( ) 3, 30 0 2						21 30 0 ,
( ) II Re rat ion fro mu ne m	sub sid iar ies	d a cia tes an sso		9, 98 0						9, 98 0
( ) III To tal				31 28 0 ,						31 28 0 ,
Sim a M tor i on ura	Sta nd ing Au dit or	01 /01 /20 16 - 31 /12 /20 16	Sh ho lde are rs eti f.s me ng 20 16
( ) I Re rat ion fro the dra ftin the fin cia l mu ne m co mp an y g an sta tem ts en				( ) 18 00 0 1 , ( ) 3, 70 0 2						21 70 0 ,
( ) II Re rat ion fro mu ne m	sub sid iar ies	d a cia tes an sso		7, 74 0						7, 74 0
( ) III To tal				29 44 0 ,						29 44 0 ,

Note:

Remuneration decided by the Shareholders' Meeting Attendance of meetings and reimbursement of expenses For appointments terminating prior to 28/04/2014.

There is an insurance policy for civil liability for the management and auditing bodies, stipulated with a primary insurance company, the pro capita premium for which is negligible.

TABLE 2: Monetary incentives plans in favour of the members of the management body, General Managers and other managers with strategic responsibilities

			An	al bo nu nu s
d s Na me an urn am e	Of fic e	Pla n	id /p ab le Pa ay	fer red De	De fer ral p eri od	No lo er p ng ab le ay	ab le /p aid Pa y	Sti ll d efe d rre	oth er bo nu s
Fra o O ita li nc esc sp	CE O
( ) ion fro the I Re rat mu ne m co mp an y dra ftin the fin cia l st ate nts g an me		lib tio n d d De ate era /05 /21 (o bie ttiv i a li 2 ) 14 05 01 6 nn ua De lib tio n d d 1 4/0 /20 ate 5 15 era (o ) bie ttiv i p lur ien li 2 01 /20 5 17 na	85 00 0 , 50 00 0 ,
( ) II Re ion fro sub sid iar ies d rat mu ne m an iat as soc es
( ) tal III To			13 5, 00 0
Pie lo Ro ssi rp ao	CE O
( ) ion fro the I Re rat mu ne m co mp an y dra ftin the fin cia l st ate nts g an me		lib tio n d d De ate era /05 /21 (o bie ttiv i a li 2 ) 14 05 01 6 nn ua De lib tio n d d 1 4/0 /20 ate 5 15 era (o ) bie ttiv i p lur ien li 2 01 /20 5 17 na	85 00 0 , 50 00 0 ,
( ) II Re ion fro sub sid iar ies d rat mu ne m an iat as soc es
( ) III To tal			13 5, 00 0
Luc ia Se rra	Exe tiv e d ire cto cu r
( ) I Re rat ion fro mu ne m dra ftin the fin cia g an	the co mp an y l st ate nts me	MB O 20 16 Sta bil ity 20 16	00 0 6, 00 0 15 ,
( ) II Re ion fro rat mu ne iat as soc es	sub sid iar ies d m an
( ) III To tal			21 00 0 ,
An io Tiso ton	Exe tiv e d ire cto cu r
( ) I Re ion fro the rat mu ne m co mp an y dra ftin the fin cia l st ate nts g an me ( ) II Re ion fro sub sid iar ies d rat mu ne m an		MB O 20 16 Sta bil ity 20 16	00 0 7, 33 00 0 ,
iat as soc es ( ) III To tal			40 00 0 ,

TABLE 3: Holdings of the members of the management and auditing bodies and General Managers

Na d s me an urn am e	Of fic e	Ho ldi ng co mp an y	Sh ed at th nd are s o wn e e of the iou s b usi p rev ne ss y ea r	Nu mb of er sha res uir ed ac q	Nu mb of er sha ld res so	No f sh s h eld at th nd . o are e e of the fer bu sin re en ce ess y ea r
Fra o O ita li nc esc sp	CE O	MA RR S. p. a.	1, 00 0			1, 00 0
Cla ud ia Cr ini em on	dir No tor n-e xe c. ec	S. MA RR p. a.	5, 57 4			5, 57 4
To tal			6, 57 4			6, 57 4