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Moncler Remuneration Information 2026
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Remuneration Information
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CERTIFIED
MONCLER
MONCLER S.p.A.
2026 RESTRICTED SHARES PLAN
INFORMATION MEMORANDUM ON THE REMUNERATION PLAN BASED ON THE ALLOCATION OF MONCLER S.P.A. ORDINARY SHARES SUBMITTED FOR APPROVAL BY THE SHAREHOLDERS’ MEETING
(prepared in accordance with Art. 84-bis of the Regulation adopted by Consob with Resolution no. 11971 of 14May 1999, as amended and supplemented)
CERTIFIED
INTRODUCTION
This document (the Information Memorandum), prepared pursuant to Article 84-bis and Schedule 7 of Annex 3A to the regulation adopted by Consob by Resolution no. 11971 of 14 May 1999, as subsequently amended and supplemented (the Issuers’ Regulation), relates to the plan named the “2026 Restricted Shares Plan” (the 2026 RS Plan or the Plan), approved by the Board of Directors of Moncler S.p.A. (the Company or Moncler) on 19 February 2026, following the favourable opinion of the Remuneration Committee at its meeting held on 16 February 2026.
The 2026 RS Plan is addressed exclusively to the new CEO, Bartolomeo “Leo” Rongone¹, and provides for the free grant of the so-called Moncler Rights, which entitle the Beneficiary, subject to the continuation of the management relationship and the office of Chief Executive Officer between the Company and the CEO (the Relationship), to the free allocation of one (1) Share for each Moncler Right granted.
Only treasury shares shall be allocated, up to a maximum of 50,000 (fifty thousand) Shares, purchased pursuant to the authorisation under Article 2357 of the Italian Civil Code, as may be granted from time to time by the Shareholders’ Meeting.
Approval of the 2026 RS Plan pursuant to Article 114-bis of Legislative Decree no. 58 of 24 February 1998 (the Consolidated Law on Finance) shall be submitted to the Ordinary Shareholders’ Meeting of the Company convened for 21 April 2026, pursuant to Article 114-bis of the Consolidated Law on Finance.
Accordingly:
(i) this Information Memorandum has been prepared exclusively on the basis of the content of the proposal submitted to the Shareholders’ Meeting for the adoption of the 2026 RS Plan;
(ii) any reference to the 2026 RS Plan contained in this Information Memorandum shall be understood as referring to the proposal for the adoption of the 2026 RS Plan.
It is specified that the 2026 RS Plan qualifies as being of “particular relevance” pursuant to Article 114-bis, paragraph 3, of the Consolidated Law on Finance and Article 84-bis, paragraph 2, of the Issuers’ Regulation, as the beneficiary of the Plan is Moncler’s CEO.
This Information Memorandum is made available to the public on the Company’s website www.monclergroup.com, Section “Governance/Shareholders’ Meeting”, and through the authorised storage mechanism “eMarket Storage”.
¹ The Board of Directors of Moncler appointed by co-optation Bartolomeo Rongone as a new member of the Board of Directors at its meeting held on 19 February 2026 and also appointing him as Chief Executive Officer with effect as of 1 April 2026. Bartolomeo Rongone will remain in office as Director until the next Shareholders’ Meeting, scheduled for 21 April 2026, which will be also called upon to resolve on his confirmation in the role of Director. At the same time, Remo Ruffini will serve as Executive Chairman, retaining responsibility for Creative Direction and continuing to play a leading role in the Group’s governance and in defining its strategic direction
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DEFINITIONS
The terms listed below shall have the following meanings in the Information Memorandum:
2026 Policy
The Company’s remuneration policy for the members of the Board of Directors, Managers with Strategic Responsibilities and the Board of Statutory Auditors for 2026, subject to the vote of the Shareholders’ Meeting on 21 April 2026.
Attribution Cycle
The cycle consisting of the period from (i) the grant of the Moncler Rights to the Beneficiary until (ii) the allocation of the Shares, in accordance with the terms set forth in the Regulation.
Beneficiary
The CEO.
Board of Directors or Board
The Board of Directors of Moncler currently in office.
CEO
Bartolomeo Rongone, the new CEO of the Company.
Code of Corporate Governance
The corporate governance code approved in January 2020 by the Corporate Governance Committee.
Grant Date
The Business Day on which the Shares are allocated free of charge to the Beneficiary pursuant to the Regulation, corresponding to the day following the date on which the Board of Directors, at the meeting approving the consolidated financial statements for the 2028 financial year, acknowledges the continuation of the Relationship pursuant to Article 8 of the Regulation.
EXM
Euronext Milan, the regulated market organised and managed by Borsa Italiana S.p.A.
Financial Intermediary
The financial intermediary to which Moncler and the Beneficiary, within the framework of the 2026 RS Plan, grant an irrevocable mandate for the administration of the 2026 RS Plan and the allocated Shares.
Information Memorandum
Information memorandum regarding the Plan, prepared in accordance with Article 84-bis of the Issuers’ Regulation.
Issuers’ Regulation
The regulation adopted by Consob by Resolution no. 11971 of 14 May 1999, as subsequently amended.
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| Lock-up Obligation | The period during which the allocated Shares are subject to transfer restrictions pursuant to Article 13 of the Regulation. |
|---|---|
| MAR | Market Abuse Regulation (EU) No. 596/2014, together with its implementing regulations. |
| Moncler Group or Group | Moncler together with its Subsidiaries. |
| Moncler Right | The right to receive one (1) Share under the terms and conditions set forth in the Regulation. |
| Regulation | The regulation governing the terms of execution of the Plan. |
| Relationship | The management relationship and the office of Executive Director between the Company and the CEO. |
| Remuneration Committee | The nomination and remuneration committee established within the Board of Directors. |
| Replacement Amount | The cash amount that the Company may pay to the Beneficiary, pursuant to Article 11 of the Regulation, in lieu of (in whole or in part) the Shares to which the Beneficiary is entitled on the Grant Date. |
| Retention Objective | The continuation of the CEO’s Relationship until the Grant Date, upon which the free allocation of the Shares is conditional. |
| Shares | The Company’s ordinary shares, with no par value, listed on the EXM, ISIN code IT0004965148. |
| Subsidiaries | Each company directly or indirectly controlled by the Company pursuant to Article 93 of the Consolidated Law on Finance. |
| 2026 RS Plan or Plan | The share-based incentive plan named the “2026 Restricted Shares Plan”, governed by the Regulation, approved by the Shareholders’ Meeting of 21 April 2026 pursuant to Article 114-bis of the Consolidated Law on Finance, upon proposal of the Board of Directors dated 19 February 2026 and following the favourable opinion of the Remuneration Committee. |
| Vesting Period | The three-year term to which the Retention Objective refers, namely the 2026–2028 financial years. |
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Business Day
Any calendar day other than Saturday, Sunday or any other day on which banks are generally closed in Milan for the conduct of ordinary business.
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1. ADDRESSEES
Without prejudice to the fact that, as at the date of this Information Memorandum, the 2026 RS Plan has not yet been approved by the Shareholders' Meeting, it is noted that the 2026 RS Plan is addressed exclusively to the Beneficiary, namely Bartolomeo Rongone, as the new CEO of Moncler.
Having said the above, the following is noted,
1.1 Indication by name of the addressees who are members of the board of directors of the issuer, of the companies controlling the issuer and of the companies directly or indirectly controlled by the issuer
The 2026 RS Plan is intended exclusively for the CEO.
1.2 Categories of employees or collaborators of the issuer and of the controlling or controlled companies of such issuer
None. The 2026 RS Plan is intended exclusively for the CEO.
1.3 Indication by name of the parties who benefit from the plan belonging to the following groups
a) General managers of the issuer;
Nobody, as the 2026 RS Plan is addressed to the CEO. It is further noted that, as at the date of this Information Memorandum, Moncler has no general managers.
b) Other Managers with strategic responsibilities of the issuer that is not "small-sized", in accordance with Article 3, paragraph 1, letter f) of Regulation no. 17221 of March 12, 2010, who have received in the course of the financial year an aggregate remuneration (adding up the monetary remunerations and the remunerations based on financial instruments) greater than the highest aggregate remuneration among those granted to the members of the board of directors, or of the management committee, and to the general managers of the issuer of financial instruments;
None. The 2026 RS Plan is intended exclusively for the CEO.
c) Natural persons, controlling the share issuer, who are employees or collaborators of the issuer.
The 2026 RS Plan is intended for the CEO and is not addressed to Remo Ruffini who, as of the date of this Information Memorandum, de facto controls the Company through Ruffini Partecipazioni Holding S.r.l. and Double R S.r.l., pursuant to Article 93 of the Consolidated Law on Finance.
1.4 Description and numerical indication, divided by categories
a) of managers with strategic responsibilities other than those indicated in letter b) of Paragraph 1.3;
None. The 2026 RS Plan is intended exclusively for the CEO.
b) in case of "small" companies, in accordance with Article 3, paragraph 1, letter f) of Regulation no. 17221 of March 12, 2010, the aggregate indication of all the Managers with strategic responsibilities of the issuer of financial instruments;
Not applicable given that Moncler cannot be qualified as "small" company in accordance with Article 3, paragraph 1, letter f) of the RP Regulation.
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c) of any other categories of employees or collaborators for whom differentiated characteristics of the plan have been provided for (e.g., executives, high-level employees ("quadri"), employees, etc.)
Not applicable, as the 2026 RS Plan is intended solely for the CEO.
2. REASONS FOUNDING THE ADOPTION OF THE PLAN
2.1 and 2.1.1 Objectives to be achieved through the implementation of the Plan
The 2026 RS Plan is introduced for the first time under the 2026 Policy and is designed as a retention instrument addressed exclusively to the CEO.
The Plan is also intended to compensate certain medium- to long-term remuneration components (accrued and/or in the process of accruing) that are no longer available as a result of the termination of the CEO's relationship with his previous employer, in connection with the assumption of the role of CEO of Moncler. Accordingly, the Plan responds to the need to ensure the onboarding of the CEO and is therefore intended to apply solely to this specific circumstance.
The 2026 RS Plan does not provide for performance targets, but is based on the continuity of the Relationship, with the sole objective of ensuring the continuation of such Relationship until the Grant Date.
The Plan is structured over a time horizon deemed appropriate to achieve its objectives. In particular, the Plan provides for a three-year Vesting Period (without prejudice to the subsequent lock-up period described in Paragraph 4.6).
2.2 and 2.2.1 Key variables, also in the form of performance indicators considered for the purposes of the attribution of the plans based on financial instruments
The allocation of the Shares is not subject to the achievement of performance objectives, but is instead solely conditional upon the achievement of the Retention Objective and, therefore, upon the continuation of the Relationship until the Grant Date.
The Beneficiary shall be allocated one (1) Share free of charge for each Moncler Right granted, provided that, as at the Grant Date, the Relationship is in force and the Beneficiary's status as a Beneficiary has not ceased.
In the event that the Retention Objective is achieved, the annualised value of the incentive for the CEO, compared to the fixed remuneration component, is equal to 100%.
Verification of the continuation of the Relationship (i.e., the achievement of the Retention Objective) shall be carried out by the People & Organization Function, which shall inform, through the Corporate Affairs Function, the Remuneration Committee and, subsequently, the Board of Directors. The Board of Directors shall take note of the outcome of such verification at the meeting held for the approval of the consolidated financial statements for the 2028 financial year.
The Board of Directors, through the People & Organization Function, shall notify the Beneficiary of the allocation of the Shares or of the total or partial lapse of the Moncler Rights granted.
Information on the implementation of the 2026 RS Plan will be made available to the public within the time limits and in the manner provided for by applicable law.
2.3 and 2.3.1 Elements for determining the amount of the remuneration based on financial instruments, i.e. the criteria for its determination
As stated above, the proposal relating to the adoption of the 2026 RS Plan, as well as the determination of the number of Moncler Rights to be granted to the CEO, responds to the need to ensure the onboarding of the CEO at Moncler and is therefore intended to apply
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solely to this specific circumstance.
The 2026 RS Plan is, in fact, also intended to compensate certain medium- to long-term remuneration components (accrued and/or in the process of accruing) that are no longer available following the termination of the CEO’s relationship with his previous employer, in connection with the assumption of the role of CEO of Moncler.
The number of Moncler Rights granted to the Beneficiary is determined on the basis of the ratio between the maximum amount of the attributable medium- to long-term variable remuneration component and the value of the Share, calculated as the average of the official prices of the Shares over the 90 days preceding the resolution implementing the 2026 RS Plan by the Board of Directors (to be adopted by 30 June 2026).
2.4 Reasons underlying any decision to attribute remuneration plans based on financial instruments not issued by the issuer, such as financial instruments issued by subsidiary or controlling companies or third-party companies with respect to the group to which they belong; in the event that the aforesaid instruments are not traded on regulated markets, information on the criteria used to determine the value attributable thereto
Not applicable as the 2026 RS Plan does not provide for the use of such financial instruments.
2.5 Evaluations regarding any significant fiscal and accounting implications that have affected the plans’ definition
Not applicable as there are no significant accounting or fiscal implications that have affected the definition of the 2026 RS Plan.
2.6 Any support of the of the plan by the special Fund for the incentive of the participation of employees in enterprises, as per Article 4, paragraph 112 of Law no. 350 of 24 December 2003
Not applicable as the 2026 RS Plan does not receive support from the special fund in question.
3. APPROVAL PROCEEDING AND TIMING OF ALLOCATION OF THE SHARES
3.1 Scope of the powers and functions delegated to the Board of Directors by the Shareholders’ Meeting for the purpose of implementing of the plan
On 19 February 2026, the Company’s Board of Directors, following the favourable opinion of the Remuneration Committee at its meeting held on 16 February 2026, resolved to submit the 2026 RS Plan for approval to the Shareholders’ Meeting.
In addition to approving the 2026 RS Plan, the Shareholders’ Meeting will also be called upon to grant the Board of Directors all powers necessary or appropriate for the full and complete implementation of the 2026 RS Plan, in particular any powers to determine the number of Moncler Rights to be granted to the Beneficiary (as indicated in paragraphs 2.3 and 3.8), to proceed with the grant of such Moncler Rights to the Beneficiary, to prepare any documentation required in connection with the 2026 RS Plan, and to carry out any act or fulfilment necessary for the implementation and management of the Plan, including the adoption of the Regulation.
Following approval by the Shareholders’ Meeting, the Board of Directors, subject to the favourable opinion of the Remuneration Committee, shall therefore implement the 2026 RS Plan by resolving on the grant of Moncler Rights in favour of the Beneficiary and, more generally, on the implementation of the 2026 RS Plan (including by delegating specific operational activities to the People & Organization Function).
3.2 Indication of the individuals entrusted with the management of the plan and
Telebors: distribution and commercial use strictly prohibited
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function and competence thereof
The body responsible for decisions concerning the 2026 RS Plan, without prejudice to the non-waivable powers of Moncler's Shareholders' Meeting, is the Board of Directors which, with the preparatory and advisory support of the Remuneration Committee and with the assistance of the People & Organization Function and the Corporate Affairs & Compliance Function, oversees the implementation and operational management of the 2026 RS Plan, approves the Regulation and resolves on matters relating to the 2026 RS Plan.
The Board of Directors, subject to the binding opinion of the Remuneration Committee, may delegate specific operational activities to the People & Organization function.
In managing the 2026 RS Plan, Moncler shall make use of a Financial Intermediary by granting it an irrevocable mandate.
3.3 Any existing procedures for the review of the plans, also in relation to any changes in the basic objectives
At the implementation stage of the 2026 RS Plan (and, therefore, following approval of the 2026 RS Plan by the Shareholders' Meeting), the Board of Directors shall approve, upon proposal of the Remuneration Committee, inter alia, any amendments and additions to the 2026 RS Plan and to the Regulation, in accordance with the 2026 Policy.
In particular, the Board of Directors, subject to the binding opinion of the Remuneration Committee, shall be granted the power to make any amendments and additions to the 2026 RS Plan and to the Regulation that it deems necessary or appropriate in order to keep the essential contents of the 2026 RS Plan as unchanged as possible, in compliance with the objectives and purposes pursued by the Plan, in the event of extraordinary and/or unforeseeable events, transactions or circumstances affecting Moncler or the Group (e.g., mergers and demergers involving Moncler or changes to the scope of the Group, distributions of extraordinary dividends on the Shares funded from Moncler's reserves, transfers and contributions of business units, strategic investments that may affect the results and scope of the Group, changes in macroeconomic conditions, amendments of any nature to business plans and strategic plans, or other events capable of affecting the Company and/or the Group, the Shares or the 2026 RS Plan).
Furthermore, it is provided that, should certain extraordinary events occur prior to the Grant Date (change of control, launch of a public tender or exchange offer for Moncler's Shares, delisting of Moncler's Shares from the EXM), the Beneficiary shall be entitled to request early allocation of a number of Shares to be determined on a pro-rata temporis basis, and therefore according to the portion of the year accrued up to the date of occurrence of the extraordinary event, in accordance with the terms and conditions set out in the Regulation.
3.4 Description of the ways to determine the availability and the allocation of the financial instruments on which the plans are based (e.g., free allocation of shares, capital increases with exclusion of the right of option, purchase and sale of treasury shares)
The 2026 RS Plan provides for the free grant of Moncler Rights which entitle the holder, subject to the continuation of the Relationship and without prejudice to the provisions of the Regulation, to the assignment of one (1) Share free of charge for each Moncler Right granted, provided that the conditions set out in the 2026 RS Plan Regulation are met.
Treasury Shares purchased pursuant to the authorization under Article 2357 of the Italian Civil Code, as may be granted from time to time by the Shareholders' Meeting, will be used to serve the 2026 RS Plan.
3.5 The role of each director in determining the features of the aforementioned plans; possible occurrence of conflict of interest situations of the interested
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directors
At the meeting of 19 February 2026, the Board, with the favourable opinion of the Remuneration Committee, resolved to approve the 2026 RS Plan.
3.6 For the purposes of Article 84-bis, paragraph 5, letter a), the date of the resolution adopted by the competent body to propose the plans' approval to the shareholders' meeting and of the proposal of the remuneration committee, if any
During the meetings held between January and February 2026, the Remuneration Committee conducted a preliminary review of the terms of the 2026 RS Plan, providing its related remarks. At the meeting of 16 February 2026, it examined the 2026 RS Plan, issued its favourable opinion and resolved to submit it to the Board for approval.
Accordingly, at its meeting of 19 February 2026, the Board of Directors, with the favourable opinion of the Remuneration Committee, resolved to approve the 2026 RS Plan and to submit it to the Shareholders' Meeting for approval.
3.7 For the purposes of Article 84-bis, paragraph 5, letter a), the date of the decision made by the competent body regarding the assignment of the instruments and the proposal to the aforesaid body formulated by the remuneration committee, if any
The 2026 RS Plan is submitted for approval to the Shareholders' Meeting convened on 21 April 2026 in ordinary session. The Board of Directors will meet to adopt the resolutions relevant for the implementation of the 2026 RS Plan following its approval by the Shareholders' Meeting by 30 June 2026.
3.8 Market price, recorded on the aforesaid dates, for the financial instruments on which the plans are based, if traded on regulated markets
As of the date of this Information Memorandum, the 2026 RS Plan has not yet been approved by the Shareholders' Meeting. That said, the number of Moncler Rights granted to the Beneficiary is determined on the basis of the ratio between the maximum amount of the medium-/long-term variable component that may be attributed and the value of the Share, calculated as the average of the official prices of the Shares in the 90 days preceding the resolution for the implementation of the 2026 RS Plan by the Board (to be adopted by 30 June 2026).
3.9 In case of plans based on financial instruments traded on regulated markets, under what terms and in what manner the issuer takes into account, when determining the timing for the assignation of the instruments within the scope of the implementation of the plans, the possible time overlap between:
(i) said allocation or any decisions taken in this respect by the remuneration committee, and
(ii) the disclosure of any relevant information in accordance with Article 17 of Regulation (EU) no. 596/2014; e.g., in case such information is:
a. not already public and apt to positively influence the market quotations, or
b. already published and apt to negatively influence the market quotations.
The procedure for the assignment of Moncler Rights and the Shares will be carried out in full compliance with the disclosure obligations incumbent on the Company, so as to ensure transparency and parity of information to the market, as well as in compliance with the internal procedures adopted by the Company and the prohibitions to operate in so-called Black-out Periods pursuant to Article 19, paragraph 11 of the MAR and the procedure adopted by Moncler with respect to Internal Dealing.
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4. CHARACTERISTICS OF THE ATTRIBUTED INSTRUMENTS
4.1 Description of how share-based compensation plans are structured
The 2026 RS Plan provides for the free grant to the CEO of Moncler Rights which entitle the holder, subject to the continuation of the Relationship, to the assignment of one (1) Share free of charge for each Moncler Right granted.
In lieu of and in substitution for the assignment of the Shares, under the terms and conditions to be set out in the Regulation, on the Grant Date the Company reserves the right (to be exercised at its sole discretion and on the basis of a resolution of the Board of Directors, following the favorable opinion of the Remuneration Committee) to replace, in whole or in part, the Shares with the Replacement Amount.
4.2 Indication of the period of actual implementation of the plan, with reference also to any other different cycles
The 2026 RS Plan consists of a single Attribution Cycle and is based on a three-year Vesting Period.
The determination of the number of Moncler Rights to be granted to the Beneficiary will be carried out by 30 June 2026 by the Board of Directors (subject to the prior opinion of the Remuneration Committee), following approval of the 2026 RS Plan by the Shareholders' Meeting.
4.3 Term of the Plan
The duration of the 2026 RS Plan coincides with that of the Vesting Period.
4.4 Maximum number of financial instruments, also in the form of options, assigned in each fiscal year in relation to the parties identified by name or to the indicated categories
It is estimated that, upon achievement of the Retention Objective (i.e., the continuation of the Relationship with the Beneficiary), a maximum number of approximately 50,000 (fifty thousand/00) Shares will be required. The Shares serving the 2026 RS Plan will consist exclusively of treasury Shares purchased pursuant to the authorization under Article 2357 of the Italian Civil Code, as may be granted from time to time by the Shareholders' Meeting.
The 2026 RS Plan does not provide for a maximum number of Shares to be granted in any single financial year.
4.5 Methods and implementation clauses of the plan, specifying whether the actual attribution of the instruments is subject to the occurrence of conditions or to the achievement of certain results, including performance results; description of such conditions and results
The actual vesting and consequent assignment of the Shares is subject to the continuation of the Relationship with the CEO at the end of the Vesting Period.
4.6 Indication of any lock-up obligations on the attributed instruments or of the instruments resulting from exercise of the options, with particular reference to the term within which subsequent transfers to the same company or to third parties are permitted or prohibited
The Moncler Rights and all rights embodied therein are strictly personal, registered, non-transferable inter vivos and non-negotiable and, therefore, not subject to attachment nor usable against debts or contracts entered into by the Beneficiary towards Moncler or third parties.
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The Shares assigned to the CEO are subject to a lock-up restriction consistent with the recommendations of the Corporate Governance Code. In particular, as from the Grant Date, the Beneficiary shall be required to continuously hold a number of Shares equal to 30% of those assigned until the expiry of the term of office in place on the Grant Date, net of the Shares that may be disposed of to pay any tax, social-security and welfare charges, where due, connected with the assignment of the Shares.
Accordingly, such Shares shall be subject to a lock-up obligation – and therefore may not be sold, contributed, exchanged, lent or subject to other acts of disposition inter vivos – until the expiry of the above-mentioned terms, unless otherwise authorised by the Board of Directors, subject to the binding opinion of the Remuneration Committee.
Where the Replacement Amount has been awarded, the Beneficiary shall be required to reinvest the Replacement Amount in Shares of the Company which, from the date of purchase of such Shares, shall be subject to the lock-up restriction under the terms and conditions set out in the Regulation. In such case, the Board shall have the power to define the terms and manner of the aforementioned reinvestment.
4.7 Description of any resolutive conditions in relation to the attribution of the plans in the event that the addressees engage in hedging operations that make it possible to neutralize any prohibitions to sale the assigned financial instruments, also in the form of options, or of the financial instruments resulting from the exercise of such options
Not applicable, given that no termination condition is provided for in the event that the Beneficiary engages in hedging operations.
4.8 Description of the effects determined by termination of the employment relationship
The Regulation will set out the different effects arising from any termination thereof, taking into account the cause and the timing of such termination.
Accordingly, the Regulation will provide for so-called good leaver scenarios (including, by way of example but not limited thereto, the expiry of the term of office or the death of the Beneficiary) and so-called bad leaver scenarios (including, by way of example but not limited thereto, termination of the Relationship in the event of unilateral withdrawal by Moncler, removal of the Beneficiary from office for just cause, or the Beneficiary's resignation).
In the event of a good leaver scenario, the Beneficiary shall be entitled to be assigned a number of Shares on a pro rata temporis basis and subject to the continuation of the Relationship, on the terms and conditions to be set out in the Regulation, subject to a Board resolution and the binding opinion of the Remuneration Committee.
In the event of a bad leaver scenario, the Beneficiary shall have no rights in respect of the Moncler Rights granted, which shall be deemed extinguished, and no compensation and/or indemnity shall be due by Moncler or the Group for any damages and/or losses suffered by the Beneficiary.
4.9 Indication of other possible causes of termination of the plans
Any causes of termination of the 2026 RS Plan will be specified in the Regulation during the implementation of the plan.
4.10 Reasons relating to any provision for a "redemption", on the part of the company, of the financial instruments that are the subject of the plans, provided for in accordance with Articles 2357 et seq. of the Italian Civil Code
The 2026 RS Plan does not provide for redemption clauses by the Company.
The Regulation will provide however the following ex post correction mechanisms (so called malus and claw-back clauses):
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a) Malus condition: the Moncler Rights attributed to each Beneficiary may be revoked (in whole or in part) prior to the Grant Date if the Beneficiary is subject to disciplinary measures or in case of fraudulent or grossly negligent conduct of the Beneficiary;
b) Claw back: within 3 years from the Grant Date, the Board may obtain the return of the Shares (or, if they have already been sold, the return of the amount equal to the sale value), if it is ascertained that the Beneficiary has acted willfully or with gross negligence.
4.11 Any loans or other facilitations which it is intended to grant for purchase of the shares in accordance with Article 2358 of the Italian Civil Code
Not applicable, given that the 2026 RS Plan provides for the free granting of Moncler Rights.
4.12 Indication of evaluations on the expected expense for the company at the date of relative allocation, as determinable on the basis of terms and conditions already defined, for overall amount and in relation to each instrument of the plan
Based on the terms and conditions of the 2026 RS Plan already defined, it is estimated that, upon achievement of the Retention Objective (i.e., in the event the Relationship with the CEO is maintained), a maximum number of approximately 50,000 (fifty thousand/00) Shares will be required.
As noted, the Shares serving the 2026 RS Plan will consist exclusively of treasury Shares purchased pursuant to the authorisation under Article 2357 of the Italian Civil Code, as may be granted from time to time by the Shareholders’ Meeting.
4.13 Indication of any dilutive effects on the share capital determined by the remuneration plans
The 2026 RS Plan does not entail any dilutive effects on Moncler’s share capital since, as it uses treasury Shares, it does not provide for the issuance of new shares.
4.14 Limits to the exercise of the voting right and to the granting of financial rights
The Shares subject to assignment have full dividend entitlement and, therefore, the related rights accrue for each Beneficiary from the moment he/she becomes the owner of the Shares. There are no limits on the exercise of voting rights.
4.15 In the event that the Shares are not traded on regulated markets, any information useful for a thorough assessment of the value thereof
Not applicable, given that the Shares are negotiated on the EXM.
4.16 - 4.23
Paragraphs 4.16 to 4.23 of Schedule 7 of Annex 3A of the Issuers’ Regulation related to the attribution of stock option plans are not applicable as the Plan relates to Moncler Rights which entitle to the assignment of Shares.
4.24 Remuneration plans based on financial instruments
The information referred to in Paragraph 4.24 of Chart 7 of Annex 3A of the Issuers’ Regulation will be provided in accordance with the terms and conditions set forth in the aforementioned Article 84-bis, paragraph 5 of the Issuers’ Regulation.
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