Report on the remuneration policy and compensation paid

Issuer: Nexi S.p.A.

www.nexigroup.com

Approved by the Board of Directors on 6 March 2023

Drafted pursuant to Article 123-ter of Italian Legislative Decree no. 58 of 24 February 1998 and Article 84-quater of the Issuers' Regulation and Annex 3A, Schedule 7-bis and 7-

Report on the remuneration policy and compensation paid 2 of 46

Introduction	5

About Nexi6
About us6
Summary of 2022 results 7

1.		Shareholders Engagement 11
2.	2.1 2.2	Governance 11 Bodies and parties involved 11 - Shareholders' Meeting 11 - Board of Directors12 - Exceptions to the provisions of the 2023 Remuneration Policy 12 - Remuneration and Appointments Committee 12 - Chief Executive Officer and other relevant functions15 - Corporate control functions15 - Board of Statutory Auditors 16 The process for the approval of the remuneration policy16
3.	3.1 3.2 3.3 3.4	Purposes, principles and instruments Purposes16 Principles17 Market practice17 Instruments and recipients18
4.	4.1 4.3	Remuneration policy The Board of Directors 21 4.2 The Chief Executive Officer and General Manager 22 Executives with Strategic Responsibilities30

5.		Introduction 34
	5.1	Result of the shareholders' vote Section II previous year34
	5.2	The Board of Directors 34
	5.3	The Chief Executive Officer and General Manager 35
		5.3.1. Pay mix 38
	5.4	Executives with Strategic Responsibilities38
	5.5	The Board of Statutory Auditors39
	5.6	Annual change in remuneration and performance39
	5.7	Compensation and/or other benefits granted for the termination of office or the termination
	5.8	of the employment relationship41 Subsequent correction mechanisms for the variable component41

6.		Remuneration tables 42

Letter from the Chair of the Remuneration and Appointments Committee

Dear Shareholders,

I am pleased to present to you, also on behalf of the other members of the Committee, Michaela Castelli and Maurizio Cereda, and the Board of Directors, the Report on the remuneration policy and compensation paid of Nexi S.p.A.

For Nexi 2022 was a year of intense, positive work, in an international landscape that once again was characterized by exceptional events having dramatic impacts on society and the economy. The geopolitical and macroeconomic uncertainty further raised the awareness of the Board of Directors on the urgency of restoring the new order after the 2021 mergers, maintaining a high level of internal oversight of our operations. In 2022, all operational and strategic projects aimed at consolidating Nexi's European leadership in the growing but highly competitive digital payments sector continued. The 2023-2025 Business Plan was drawn up and disclosed to the market, which, one year after the integration of Nets Topco 2 S.à.r.l. (Nets) and SIA S.p.A. (SIA), confirms the positive assessments of the merger, thus achieving, with determination, ambitious objectives of sustainable growth thanks to the development of the Group's ESG strategy as part of the Plan. The Company's new operating model ("Target Operating Model", "TOM") has been defined, crucial to orienting the organisation and processes towards the achievement of the Plan's objectives. This Report, prepared in accordance with Article 123-ter of the Consolidated Law on Finance, thus reflectsthe "new" Group. The 2023 Remuneration Policy maintainssome elements of the previous version given the level of consent expressed by the Shareholders in 2022, reflecting the results of updated benchmark analyses and the guidance of proxy advisors. But above all, it was designed as an integral part of Nexi's strategy, which will progressively inform the entire Group, to allow, through an adequate balance of the fixed remuneration and performance objectives of the shortand long-term variable incentive schemes, aligning the efforts of management in the new roles and responsibilities defined by the TOM with the company strategies and risk management policies, and to protect the wealth of skills and the ability of Nexi people to manage complexity and innovation through a well-structured and competitive offer.

Consistent with the value attributed to the organisation, the 2023 MBO Plan increases the weight of the CEO's People Value objective and the weight of the ESG KPIs for the first line of management, with a mix consistent with the responsibilities of the roles. For the first time, the sustainability objectives have been extended to all participantsin the Group MBO Plan, and, in keeping with the commitment made by Nexi last year, has also become a target of the 2023-2025 assignment cycle of the LTI Plan, with a focus on the issues of digitisation, gender equity, inclusion, and the adoption of an entry gate that gives form to Nexi's commitment to eliminating its environmental impact.

In Section II of the Report, the alignment of management's interests with the interests of shareholders is demonstrated by the cancelled payment of 50% of the LTI incentive in 2022, linked to the relative TSR.

I therefore submit for your attention the Report on the 2023 Remuneration Policy and 2022 compensation paid, approved by the Board of Directors on 6 March, with the renewed hope that the proposals contained in the Report to maintain management's interests aligned with those of stakeholders in order to create sustainable value will meet with your support.

Thank you, Elisa Corghi

Chair of the Remuneration and Appointments Committee

Introduction

This Report on the Remuneration Policy and the compensation paid (hereinafter "the Report") was approved by the Board of Directors of Nexi S.p.A. (hereinafter respectively the "Board of Directors" or "BoD" and "Nexi" or the "Company") on 6 March 2023 on the proposal of the Remuneration and Appointments Committee, in accordance with current regulatory provisions1 . The Report is divided in two Sections. These sections are preceded by a brief description of the Company and a summary of the main remuneration elements envisaged for the CEO and General Manager2 and the Executives with Strategic Responsibilities3 , in order to provide the market and

investors with an overview that can be easily read. The content of each Section is outlined in more detail below:

• Section I

Section I of the document describes the remuneration policy adopted by Nexi with annual validity with reference to the members of the Board of Directors, the Chief Executive Officer and General Manager, the Key Executives and the members of the board ofstatutory auditors of Nexi S.p.A. (hereinafter "Board of Statutory Auditors"), specifying the purposes and principles of the remuneration policy in force, the bodies involved, the instruments used for its adoption and implementation. The foregoing is also relevant for the purposes of determining the remuneration policies of the Companies directly controlled by Nexi.

In accordance with the provisions of art. 123-ter, paragraphs 3-bis and 3-ter of the TUF, Section I of this Report is submitted for the binding vote of the ordinary shareholders' meeting of Nexi S.p.A. (hereinafter "Shareholders' Meeting") called for the approval of the financial statements as at 31 December 2022.

• Section II

Section II of the document sets out in detail the information on the remuneration paid during the 2022 financial year to the members of the Board of Directors, the Chief Executive Officer and General Manager,the Key Executives and the members ofthe Board of Statutory Auditors, as defined by the remuneration policy adopted for that year.

In compliance with the provisions of art. 123-ter, paragraph 3-bis of the TUF, Section II of this Report is submitted for the advisory vote of the Shareholders' Meeting called for the approval of the financial statements as at31 December 2022.

The Report on the remuneration policy and compensation paid is made available to the public at the registered office of Nexi (Corso Sempione 55, 20149 Milan) and on the Company's website (www.nexigroup.com) no later than the twenty-first day prior to the date of the Shareholders' Meeting called for the approval of the financial statements for the 2022 financial year.

¹ Art. 123-ter, Italian Legislative Decree no. 58 of 24 February 1998 - Consolidated Law on Finance ("TUF") as last amended by Italian Legislative Decree no. 49 of 10 May 2019. Art. 84-quater of the Regulation issued by CONSOB with resolution no. 11971 of 14 May 1999 on issuers ("Issuers' Regulation"), as subsequently amended and supplemented and the relative Annex 3A, Schedules 7-bis and 7-ter.

² The Chief Executive Officer of Nexi S.p.A. who also holds the office of General Manager of the Group ("Chief Executive Officer and General Manager" or "CEO/GM").

³ Those who have the direct or indirect power and responsibility for the planning, management and control of the Company (hereinafter the "Executives with Strategic Responsibilities" or "ESRs").

About Nexi

About us

From the IPO in 2019 to today, the Nexi Group has evolved significantly, moving from the largest Italian player in the digital payments market to the leading PayTech company in Europe. The company has grown significantly, expanding its operations into more than 25 countries, and has strengthened and broadened its skills, while making its business more diversified and resilient. Since 2019 Nexi has also worked to define solid ESG foundations, formalising the Nexi Sustainability Policy in 2020 and then taking further steps along that path in 2022 thanks to the definition of the Group-wide ESG Strategy,which represents one ofthe pillars ofthe strategic plan approved by the Board of Directors and announced during Capital Market Day in September 2022.

From an organisational point of view, this evolution took the form of a new operating model implemented from 1 January 2023, the Group's Target Operating Model (TOM), characterised by a focus on the Business Units and the Regions, which respectively guide the product strategy and innovation and the market strategy based on the guidelines of the governing body. The Corporate and support functions guide a unitary execution model and standardisation on key processes, ensuring Group governance with the supervision of the control functions.

The Nexi Group Remuneration Policy serves the company's strategy with the aim of attracting, retaining and motivating the best resources, cultivating talents and skills and guiding conduct towards the achievement of sustainable objectives through short- and long-term variable incentive schemes.

Summary of 2022 results

"2022 has been for Nexi another year of solid profitable growth across all our businesses and geographies, with exceptional margin expansion and cash generation acceleration, despite the unexpected more complex macroeconomic environment", commented Paolo Bertoluzzo, CEO of Nexi Group.

"In the year, we have made strong progress in the integration and transformation of our Group, with investments in technology, capabilities and innovation, while in parallel we have further strengthened our business portfolio through very focused acquisitions and disposals. In 2022 we have also accelerated our ESG initiatives across all fronts, further improving our ratings and now positioning Nexi at the leading band of our industry globally. As we enter 2023, we are highly determined to continue to grow across geographies, further expanding our margins and cash generation, always remaining very rigorous in the allocation of capital and further focusing and strengthening our portfolio for accelerated growth, as well demonstrated by the recently announced strategic partnership with Banco Sabadell to enter the very attractive Spanish market".

Key indicators of the Remuneration Policy

The Remuneration Policy was approved by the Company's Board of Directors on 6 March 2023, upon proposal of the Remuneration and Appointments Committee.

The Group's strategic drivers (people, growth, technology, synergies, excellence, sustainability) are reflected in the variable incentive schemes, through the assignment of targets consistent with the short-term (MBO) and medium-long term (LTI) business objectives.

		SHORT-TERM - MBO			LONG-TERM - LTI
		Ebitda	Revenues	Operating Cash flow	Customer Centricity: NPS	People Value: Engagement Index	Relative TSR	Cumulative Operating Cash Flow	ESG Scorecard
	Growth	l	l	l		l	l	l
	Technology			l	l	l	l	l	l
Strategic	Synergy	l	l
Drivers	Excellence	l		l	l	l	l	l	l
	People					l	l	l	l
	Esg/Sustainability				l	l	l		l

The importance of the sustainability of the growth pursued is reflected in the growing weight of the ESG objectives, specifically:

• Short-Term Variable Incentive Plan (MBO)

The 2023 MBO plan increases the weight of the ESG objectives for the Group's Chief Executive Officer and General Manager and for a large majority of the first line of management, with a mix consistent with the responsibilities of the individual roles. The assignment of specific, measurable ESG objectives is also extended from the current year to all beneficiaries of the variable incentive scheme, with particular regard to the dimensions of Customer Centricity and People Engagement, measured through the following metrics:

The "Net Promoter Score" (NPS)4 , which measures the degree of customer satisfaction, in order to guarantee and monitor Nexi's commitment to meet the daily needs of the market and to ensure the accessibility of the services offered.
The "Engagement Index5 " measures the level of employee satisfaction.

• Long-term variable incentive plan (LTI)

In keeping with the commitment made to present the new LTI Plan approved by the Shareholders' Meeting of 5 May 2022, an objective related to the Nexi ESG Strategy was introduced starting from the 2023-2025 assignment cycle.

⁴ The Net Promoter Score is an indicator that measures the experience perceived by end customers (owners, merchants and banks) in order to continuously improve the service offered. The NPS used is the relational NPS, measured by asking customers to express their level of satisfaction with their relationship with Nexi, answering the following question using a scale of 0 to 10: "Based on your recent experience, would you recommend Nexi?". Based on the feedback received from Customers, the NPS is calculated by period, applying the following formula: (% Promoter - % Detractor)*100.

⁵ The "Engagement Index" represents the level of satisfaction that employees express through the People Survey, Nexi's tool for listening to its people, managed by a third-party company; the satisfaction is measured taking into account those who have expressed a positive evaluation on a mix of indicators referred to the level of appreciation, the sense of pride/belonging and the desire to recommend the company, its products and services.

Summary

Remuneration policy

The main elements and characteristics of the remuneration policy of Nexi's Chief Executive Officer and General Manager and the Executives with Strategic Responsibilities are summarised in the table below, complete in the last column with references to pages offering more detailed information.

REMUNERATION ELEMENT	PURPOSES	CHARACTERISTICS KEY	VALUES	REF. PAGE
Fixed Remuneration	Enhances the role held and the assigned responsibilities, also taking into account the experience, skills and contribution required	It is made up of the Gross Base Salary (RAL) which is the fixed component of total remuneration which recognises the services provided even if the variable components are not paid. It is defined based on the responsibilities and impact of the role, ensuring fair treatment and competitiveness with respect to the target market. For top performers it is aligned with the highest values of the external market (according to benchmarks with the reference peer groups6 carried out with the support of independent external consultancy firms)	CEO/GM Gross Base Salary (RAL): €1,500,000 ESRs Proportionate to the role held and the responsibilities assigned.	p.22 p.30
Short-Term Variable Incentive Plan (MBO)	Guides the company's performance in the short term through the identification of objectives aligned with the strategy, the budget, the guidance communicated to the markets at the beginning of the year and the company's annual economic financial plans, while respecting the principle of mitigating the main risks	Plan based on short-term, one-year results achieved against measurable and mutually complementary targets. The achievement of the objectives is linked to economic/ monetary incentives, paid within the first half of the financial year after the financial year in question. Entry gate from which the payment of the incentive is permitted: Group EBITDA ≥ 85% of the target value. Malus and clawback clauses are provided CEO/GM: Key Performance Indicators ("KPIs") and weights: • Group EBITDA (40%) • Group Revenues (20%) • Group Operating Free Cash Flow (20%) • Group Total Free Cash Flow (5%) • ESG – Customer Centricity: Net Promoter Score (5%) – People Value: Engagement Index (10%) ESRs: Key performance indicators (KPIs): • Group EBITDA • Economic and financial targets related to specific BU/ Area responsibilities • Other Objectives defined in consistency with the role • ESG: People Value and Customer Centricity	CEO/GM: Target incentive: 100% of Gross Base Salary (RAL) % Payout vs target incentive: 0% to 200% % Payout v RAL: maximum 200% ESRs Target incentive differentiated according to the role assigned Target incentive: up to 100% of the RAL % Payout vs target incentive: 0% to 200% % Payout v RAL maximum 200%	p.22 p.31

6 Companies selected according to defined parameters and indicators, which guarantee suitability for salary comparisons

REMUNERATION ELEMENT	PURPOSES	CHARACTERISTICS KEY	VALUES	REF. PAGE
Long-term variable incentive plan (LTI)	Guides the company's performance in the medium/long term by aligning management behaviour with corporate strategy and creating value for stakeholders. To retain key people in the company.	Variable incentive scheme that provides for the granting of rights to receive Nexi ordinary shares without consideration to the Company's employees, selected according to banding and performance criteria, over a medium-long term period (three years) and whose accrual is conditional on the achievement of predetermined objectives. CEO/GM and ESRs Granting of rights to receive ordinary Nexi shares, Performance Shares, on the basis of performance criteria that are applicable over the medium-long term (three years). • Assignment frequency: Rolling (3 assignment cycles 2022-2024; 2023-2025; 2024- 2026) • Performance period: three years • Access threshold or Entry Gate: Three-year Operating Cash Flow (OCF) ≥ 80% of the Target OCF • Performance indicators: – (50%) Cumulative Operating Cash Flow – (40%) Relative Total Shareholder Return (TSR) – (10%) ESG Scorecard (starting from the 2023-2025 cycle) • Holding period: 1 year for 50% of the shares accrued • Malus and clawback clauses	CEO/GM: Target amount: 130% of the RAL % Payout vs target incentive: 0% to 200% % Payout v RAL: maximum 260% ESRs: Target amount: up to 100% of the RAL % Payout v target incentive: 0% to 200% % Payout v RAL: maximum 200%	p.25 p.32
Benefits	Integrate the other remuneration elements into a broader logic of sustainable welfare	Benefits are an important component of the remuneration package, as a supplement to other remuneration elements, in a broader logic of sustainable welfare. They are differentiated by category of recipients and type; they are in line with market practices, and are consistent with applicable laws and the provisions of collective bargaining agreements.	Main types for CEO/ ESRs: supplementary pensions supplementary health care insurance cover (medical expenses, death, permanent disability) car for personal and business use	p.29 p.32
Other instruments: post employment payments and non-compete agreements	Protect the company from any risk of dispute and/ or competitive risk in cases of termination of the employment relationship	CEO/GM: • Treatment on termination of office or termination of employment ESRs: • Payments in the case of termination of the employment relationship • Non-compete agreements	CEO/GM: employee severance payments of 24 gross monthly payments ESRs: employee severance payments of 24 gross monthly payments in	p.29 p.33
	Protect the employee in case of damage compensation	CEO/GM and ESRs: • Directors & Officers policy Discretionary one-off bonuses cannot be awarded to the Chief Executive Officer and Executives with Strategic Responsibilities.	accordance with Article 2121 of the Italian Civil Code; non-competition agreements, the amount paid is commensurate with the breadth and duration of the agreement.

Section I - Remuneration Policy

In compliance with regulatory requirements, the first section of the Report offers a presentation of information aimed at ensuring a broad level of transparency and sharing of remuneration policies with stakeholders.

1. Shareholders Engagement

Nexi attaches great importance to the dialogue and discussion of its Remuneration Policy so that it can meet the expectations of the Group's main stakeholders.

Indeed, in preparation for Shareholders' Meetings the Company gets in touch with the main Proxy Advisors, including with the support of specialised external consultants, in order to illustrate the changes in its remuneration policy. These contacts with Shareholders and Proxy Advisors continue throughout the year in order to monitor and identify any areas for improvement, in keeping with the best market practices in the field of remuneration.

With the specific goal of maximising the flow of information with respect to any requestsforinformation by Proxy Advisors, Nexi set up a task force whose members are drawn from the Corporate Governance and Investor Relations functions.

In 2022, the Remuneration Policy Report was approved by the Nexi S.p.A. Shareholders' Meeting with 88.7% of the votes in favour (for 82.5% of the share capital).

2. Governance

The governance of the remuneration policy-making process is consistent with currently applicable regulatory and statutory provisions.

2.1 Bodies and Parties Involved

The bodies and parties involved in the preparation and approval of the remuneration policy and in the monitoring of its proper implementation are listed below, with their respective roles and responsibilities being indicated.

Shareholders' Meeting
Board of Directors
Remuneration and Appointments Committee
Chief Executive Officer and other relevant functions
Corporate control functions
Board of Statutory Auditors

Shareholders' Meeting

The Shareholders' Meeting, limited to the topics of interest in this Report:

defines the remuneration of the members of the Board of Directors at the time of appointment and for the duration of their term of office;
determines the remuneration of the members of the Board of Statutory Auditors;
approves incentive plans based on financial instruments at the proposal of the Board of Directors;
casts a binding vote on Section I and an advisory vote on Section II of this Report in accordance with Article 123-ter of the TUF.

Board of Directors

The Board of Directors7 :

definesthe Remuneration Policy according to the provisionsin the Consob Issuers' Regulation and also the incentive plans for the Group's directors, management and employees and approves the remuneration policy and the Report on the remuneration policy and compensation paid, submitting them to the vote of the Shareholders' Meeting;
approves the identification of Executives with Strategic Responsibilities;
authorises, including through its delegates, the qualification and remuneration of Executives with Strategic Responsibilities and the first line reporting to the Group Chief Executive Officer and General Manager, approvesthe remuneration of directors with delegated powers and other directors holding particular offices following the analysis of the proposals by the Remuneration and Appointments Committee, after hearing the opinion of the Board of Statutory Auditors;
approves compensation for attending Board of Directors' committees8 , after consulting the Remuneration and Appointments Committee and the Board of Statutory Auditors;
approves the short-term variable incentive plan (MBO) and the long-term variable incentive plan (LTI), including their objectives, degree of achievement and recipients as well as the implementing regulations of the aforementioned plans.

The Chair of the Board of Directors participates as a member in the meetings of the Remuneration and Appointments Committee, convenes and chairs the Board of Directors, coordinates its work and ensures that adequate information is provided to all directors, verifying the implementation of the resolutions of the Board of Directors, including on remuneration.

Provision for exceptions to the elements of the 2023 Remuneration Policy

As envisaged in paragraph 3-bis of Article 123-ter of the TUF, upon proposal of the Remuneration and Appointments Committee and in compliance with the Procedure on Related-Party Transactions (where applicable) the Board of Directors may in exceptional circumstances temporarily waive the elements of remuneration envisaged in paragraph 3.4 of this Remuneration Policy concerning instruments and recipients of said policy. Exceptional circumstances are defined as situations in which deviation from the Remuneration Policy is necessary in order to pursue the long-term interests and sustainability of the Company as a whole or to ensure its ability to compete in the market.

Remuneration and Appointments Committee

a. Composition

The Remuneration and Appointments Committee (hereinafter also the "Committee") pursuant to the Corporate Governance Code⁹ was established on 25 February 2019. The powers, responsibilities and duties of the Committee, the body tasked with supporting the Board of Directors in matters of appointments and remuneration, are defined by specific rules approved by the Board of Directors on 8 March 2019 and updated by the Board on 22 December 2022 and 6 March 2023, consistent with the changes in the Company's organisational model and to ensure the alignment of responsibilities with the Group's governance structure. Consistent with the provisions of the Corporate Governance Code, as of the date of this Report's approval the Committee is composed of three non-executive directors meeting the independence requirements set forth by the TUF and the Corporate Governance Code, and have the knowledge, skills and experience necessary for the performance of the tasks assigned to them in compliance with the provisions of Article 5 of the Code.

⁷ The Board of Directors in office at the date of approval of this document consists of 13 members, with a term of office expiring with the approval of the financial statements as at 31 December 2024. The Board approved this Report on 6 March 2023. The Shareholders' Meeting has been convened for this purpose on 4 May 2023.

⁸ Strategic Committee, Control Risk and Sustainability Committee pursuant to Article 6 of the Corporate Governance Code as defined below, a Related Party Transactions Committee pursuant to Article 3 of the Corporate Governance Code and following the provisions of the Related Party Regulation adopted with Resolution no. 17221/2010, a Remuneration and Appointments Committee pursuant to Articles 4 and 5 of the Corporate Governance Code (the "Internal Board Committees")

⁹ The Corporate Governance Code of listed companies approved by the Corporate Governance Committee and promoted by Borsa Italiana, ABI, Ania, Assogestioni, Assonime and Confindustria that Nexi adheres to (hereinafter the "Corporate Governance Code").

b. Operating methods

The Committee meets as often as is appropriate for the proper performance of its functions and tasks. The Chair presides over the meetings of the Committee, prepares its work and directs, coordinates and moderates discussions. Minutes of the meetings are duly taken and the Chair distributes them at the next meeting of the Board of Directors.

A majority of the members is required for meetings to be valid, and decisions/resolutions are taken by a majority of those present.

The Chair of the Board of Statutory Auditors or another auditor designated by the Chair participatesin the work of the Committee. The Chief Executive Officer, the other members of the Board of Directors, the managers in charge of the various corporate functions and any other person whose presence is deemed helpful for the success of the committee with respect to all or some of the items on the agenda may also participate at the invitation of the Chair if they do not have a conflict of interest.

The Committee has access to the information and corporate functions necessary for the performance of its tasks and may make use of external consultants within the limits set by the Board of Directors. The Company provides the Committee with adequate financial resources for the performance of its duties within the limits of a budget approved by the Board of Directors based on a reasoned proposal by the Committee, which defines its size on an annual basis. No director takes part in the meetings where proposals are made to the Board of Directors concerning their own remuneration, except in the case of proposals concerning the members of committees established within the Board of Directors.

c. Responsibilities

In accordance with the Corporate Governance Code, the Committee plays a key role in the process of defining and governing the remuneration policies of Nexi and its direct subsidiaries. With regard to appointment-related functions, the Committee has the task of assisting the Board of Directors in the following activities:

self-assessment of the governing body and its committees;
definition of the optimal composition of the board of directors and its committees;
identification of candidates for the office of director in the event of co-optation;
possible submission of a slate by the outgoing board of directors, to be implemented in a manner that ensures its transparent formation and presentation;
preparation, updating and implementation of any succession plan for the chief executive officer and other executive directors.

With regard to the functions related to the remuneration area, the Board of Directors entrusts the Committee with the task of

assisting in the drafting of the remuneration policy envisaged in Article 123-ter, paragraph 3, letter a) of Italian Legislative Decree no. 58/98, as subsequently amended;
submitting proposals or expressing opinions on the remuneration of executive directors and other directors holding special offices, as well as on the setting of performance targetsrelated to the variable component of such remuneration;
monitoring the concrete application of the remuneration policy, and in particular verifying the actual achievement of performance objectives;
periodically evaluating the adequacy and overall consistency of the policy for the remuneration of directors and top management.

For the purposes of the Company, top management is defined as Executives with Strategic Responsibility and the first line reporting to the Group Chief Executive Officer and General Manager. The Committee periodically assesses and formulates proposals on the definition and implementation of initiatives to protect and promote diversity, equal opportunities/equity and inclusion at the various levels of the organisation, with a particular focus on aspects of appointment, remuneration, personnel development and succession plans for top management, consistent with the Group's sustainability strategies.

The Chair of the Committee reports to the Board of Directors on the activity performed by the Committee.

d. Meetings held and annual programme of activities

In 2022 the Committee met 11 times, with an average meeting duration of about 90 minutes. Overall, in 2022 the average attendance at meetings was 97%. The main topics discussed at these meetings are summarised in the following table.

Below are the main topics addressed by the Committee in 2022.

Q1 January - March	• Definition of 2022 remuneration policies • Definition of the 2022-2024 Long-Term Incentive Plan • Assignment of 2022 MBO plan targets to ExCo members • Benchmarking the remuneration of CEO/GM, Board of Directors, Board of Statutory Auditors and Internal Board Committees and formulation of related proposals • Formulation of the Guideline on the qualitative and quantitative composition of the new Board of Directors, the Guideline on the maximum number of offices considered compatible with the effective performance of the office of Company director and the proposals to the Shareholders' Meeting on the composition and number of members of the Board of Directors • Preparation of the 2022 Remuneration Report • Finalisation of objectives for the 2019-2021 LTI plan • Finalisation of the 2021 MBO plan for ExCo members • Succession planning: update • Board Evaluation: self-evaluation process (analysis and sharing of results).
Q2	•
April - June	Analysis of the shareholders' meeting vote on remuneration.
Q3	•
July - September	Board Evaluation: start of the process.
Q4 October - December	• Analysis of the new Group Target Operating Model and appointment of the new first line managers in light of the new organisational structure • Evaluation of remuneration adjustments for ESRs as a consequence of the entry into force of the new Group Target Operating Model • Launch of the preliminary phase for the definition of the 2023 Policies: analysis and proposals on ESG performance indicators for incentive plans • Amendment to the "Guidelines - Group Compensation" Rules and proposal to update the Committee Rules • Investigation and analysis for the identification of Executives with Strategic Responsibilities following the organisational changes planned as of 1 January 2023.

The meetings held during 2023 focused on the following issues:

verification of the application of the 2022 Remuneration Policy
definition of the guidelines of the new 2023 Remuneration Policy and drafting of this Report
definition of the objectives of the incentive plans
definition of tables for succession planning
analysis of remuneration benchmarking
self-assessment of the Board of Directors.

The following diagram illustrates the annual programme of the Remuneration and Appointments Committee:

Chief Executive Officer and other relevant functions

The Chief Executive Officer makes proposals to the Committee concerning the remuneration of the Executives with Strategic Responsibilities and his first line of reports and is involved by the Committee in remuneration policy decisions concerning these persons.

The Human Resources Department initiates the remuneration policy process, supports the Committee in the operational management of meetings, providing technical support – including in terms of reporting – and prepares informative materials for the definition of remuneration policies. Furthermore, together with the relevant corporate functions, it contributes to the identification, monitoring and subsequent reporting of the economic-financial objectives linked to the short-term (MBO) and long-term (LTI) incentive plans and prepares the documentation for implementing the remuneration policy (e.g. incentive plan rules).

The Finance Department supports the entire process, in particular for the identification and calculation of the quantitative targets of the incentive plans.

Corporate control functions

The Control Functions are involved and collaborate in various ways in the definition and implementation of the remuneration policy and/or subsequent verification of the proper implementation thereof. More specifically:

the Compliance Function makes sure that the remuneration policy satisfies current remuneration provisions with respect to the Group companies overseen and ensures that the company's conduct complies with the regulatory framework;
the Risk Management Function makes sure that the remuneration policy is consistent with the company's operations and risk profiles, especially with regard to short-term and longterm variable incentives.

The aforementioned functions examine the remuneration policy ahead of time, each for the aspects within their remit, before it is submitted to the Shareholders' Meeting for resolution.

• Finally, the Audit Function oversees the entire process of identifying and calculating the quantitative objectives of the short- and long-term variable incentive plans and verifies the proper payment of the fixed and variable components, in accordance with the approved remuneration policy.

The Control Functions report to the relevant bodies on the results of the checks performed, specifying any corrective measures.

Board of Statutory Auditors

On the subject of remuneration, the Board of Statutory Auditors expresses the opinions required by the regulations in force, in particular with respect to the remuneration of Directors holding special offices pursuant to Article 2389 of the Italian Civil Code, verifying their consistency with the Company's Remuneration Policy. The Board of Statutory Auditors regularly attends meetings of the Remuneration and Appointments Committee.

2.2 The remuneration policy approval process

The guidelines of the remuneration policy with respect to the governing and control bodies and the Executives with Strategic Responsibilities were approved by the Board of Directors on 6 March 2023, at the same time this Report was approved.

Consistent with the regulations in force in this area and the Corporate Governance Code, the approval process of the remuneration policy is developed following the steps below:

3. Purposes, principles and instruments

Pursuant to Article 123-ter of the TUF, the remuneration policy contributes to the corporate strategy, the pursuit of the long-term interests and the sustainability of the Company, and illustrates how it does so.

3.1 The goals

The remuneration policy's guidelines are updated to Nexi's values and support its business strategy, with the goal of strengthening the Company's leadership in the management and development of its resources, also with respect to the labour market, with particular reference to hi-tech and highly innovative sectors. Specifically, they aim to:

create lasting value for shareholders while respecting the interests of customers and employees;
pursue and ensure the organisation's sustainable growth in the medium to long term, consistent with the Company's strategic business plan, including the ESG strategy, which is an integral part thereof;
attract, motivate and retain people whose skills, experience, aptitudes and passions are a key factor in Nexi's success;
develop a culture based on recognising merit, through remuneration systems linked to results achieved in the short and medium term, as well as to conduct.

3.2 The principles

The guidelines of the remuneration policy are based on the following principles that guide the remuneration plans and consequent actions:

	Alignment with values and the business strategy	Performance	Competitiveness and equity	Transparency and communication

• Alignment with values and the business strategy

The proposal of a remuneration package that is balanced between fixed and variable components is considered a key driver for the alignment of behaviour to Nexi's objectives.

Indeed, variable incentive schemes are a key tool in driving performance and impact on company results: they are structured so that targets and measurement metrics are consistent with short- and long-term business objectives and with the Group's ESG strategy.

• Performance

Remuneration policies have a direct link to performance, rewarding people's contributions to achieving sustainable business results according to a meritocratic approach that rewards top performers to a greater extent.

Nexi assesses the performance of its employees according to explicit, defined criteria (WHAT and HOW):

WHAT: clear and measurable individual and corporate, qualitative and quantitative objectives HOW: conduct in line with corporate values

and includes at least one feedback session to facilitate alignment with the expected targets and possible corrective actions.

• Competitiveness and equity

All the elements of the remuneration package are consistent with the role held and the responsibilities assigned, at all company levels. Corporate roles are weighted in terms of impact and responsibility according to a codified and internationally recognised system (banding) to ensure a uniform, fair approach to the role. With the support of independent external consulting companies, external benchmarks – also concerning benefits – are established with respect to reference peer groups, both in terms of pay-mix and salary levels. Finally, Nexi constantly compares its own policies to market practices both nationally and internationally. The objective is to ensure that remuneration decisions are made effectively to ensure the internal fairness of remuneration packages and their competitiveness with the market in order to retain and attract key talent.

• Transparency and communication

The criteria for remunerating our people are clear and transparently communicated to shareholders, employees and outsiders.

3.3 Market practice

For the various remuneration components, the Company regularly monitors both national and international market practices, including via specific benchmarking remuneration analyses performed by the consultancy firms Willis Towers Watson10 and Mercer11.

For the positions of the CEO/GM, Executives with Strategic Responsibilities, the Chair of the Board of Directors and Non-Executive Directors and the Board of Statutory Auditors, peer groups of companies deemed comparable were identified, based on criteria and methods of comparison with the market reviewed in line with the evolution of the Group's scope, management and

¹⁰ Willis Towers Watson Italia of the Willis Towers Watson Group.

¹¹ Mercer Italia of the Marsh&McLennan Group.

operational complexity and the organisational model adopted. Specifically, for the renewal of the Board of Directors' mandate in May 2022, for the CEO/GM and first line management, Italian and European listed companies that were deemed comparable with Nexi in terms of type of sector and business, size, competitiveness for human resources and geography were considered, while for the roles of Chair of the Board of Directors, Non-Executive Directors and Board of Statutory Auditors the main Italian listed companies belonging to the FTSE MIB index were considered.

3.4 The instruments and recipients

The objectives and principles of the Policy are embodied in the key elements of the remuneration of executive directors and directors holding special offices and of Executives with Strategic Responsibilities, as illustrated below:

Fixed component of remuneration

The fixed remuneration is commensurate with the role and responsibilities assigned, taking into account experience, skills, the contribution required, and the remuneration typical of the relevant market. It is sufficient to remunerate performance if the variable component is not paid and can be adjusted over time.

For non-executive directors, remuneration islimited to the fixed component, in line with the guidelines of the Corporate Governance Code, without there being any form of variable remuneration linked to the achievement of performance targets. The overall remuneration is determined in keeping with the complexity of the role and the commitment required, and commensurate with the tasks and responsibilities assigned.

EMOLUMENTS
Fixed component of remuneration	Recipients
Formerly Art. 2389 of the Italian Civil Code, paragraph 1	• Non-executive directors
Formerly Art. 2389 of the Italian Civil Code, paragraph 3 Fees for serving on internal board committees	• Directors holding special offices: • Non-executive Chair • Non-executive Deputy Chair • Non-executive directors
FIXED REMUNERATION
Fixed component of remuneration	Recipients
Gross Base Salary (RAL)	• Chief Executive Officer and General Manager • Executives with Strategic Responsibilities

Some directors receive emoluments for positions they may hold in subsidiaries.

The members of the Board of Statutory Auditors receive an annual remuneration, defined by the Shareholders' Meeting. By virtue of their role and responsibilities, members of the Board of Statutory Auditors are precluded from variable remuneration. For Statutory Auditors, too, the overall remuneration is determined in keeping with the complexity of the role and the commitment required, and commensurate with the tasks and responsibilities assigned.

EMOLUMENTS OF THE MEMBERS OF THE BOARD OF STATUTORY AUDITORS
Fixed component of remuneration	Recipients
Fees	• Chair of the Board of Statutory Auditors • Members of the Board of Statutory Auditors

In view of the offices held in subsidiaries, some Statutory Auditors receive fees from these companies.

Variable component of remuneration

The variable component of the remuneration is defined through short-term (MBO) and mediumto long-term (LTI) incentive plans.

In compliance with the approval processes of the Shareholders' Meeting, these incentive plans are associated with pre-determined, complementary and measurable objectives linked to the achievement of economic, operational, financial and non-financial results, also in a rolling logic consistent with the budget, with the guidance communicated to the markets at the beginning of the year, with Nexi's strategic plan, and with the interests of shareholders.

	SHORT-TERM INCENTIVE PLAN - MBO (Management By Objectives)	LONG-TERM INCENTIVE PLAN - LTI (Long-Term Incentive)12
Definition	Variable incentive scheme based on results achieved over a one-year period with respect to pre-established objectives (company, specific and linked to sustainability). The achievement of the objectives is linked to economic/ monetary incentives, paid within the first half of the financial year after the financial year in question.	Variable incentive scheme that provides for the granting of rights to receive Nexi SpA ordinary shares without consideration to a selected panel of Company employees over a medium-long term period (three years) and whose accrual is conditional on the achievement of predetermined objectives.
Purposes	• guides the company's performance in the short term through the identification of objectives aligned with the company's strategy, budget and annual business plans; • directs and focuses people on the business priorities in compliance with the principles of mitigating main risks.	• guides the company's performance in the medium/long term by aligning management behaviours with the company strategy and creating value for stakeholders; • retains the key people in the company who hold high impact roles with the organisation and who have relevant skills, thus providing the company with a competitive advantage.
Beneficiaries	• CEO/GM • Based on banding and role	• CEO/GM • Selected panel of employees with permanent contracts identified according to the criteria of: banding13 and performance14

These incentive plans are governed by specific regulationsthat are consistent and compliant with current regulations.

In compliance with the principles of risk mitigation, such incentive plans envisage:

specific entry thresholds (entry gates) below which disbursement/vesting cannot take place;
maximum incentive levels, linked to the actual exceeding of performance conditions;
penalty clauses allowing for the reduction or non-payment of the variable component in the event of conduct during the employment relationship that has caused or may cause significant damage or loss to Nexi or another Group company;
clawback clauses that allow the variable component to be fully or partially reimbursed in the event of violation of the rules set forth in Article 114-quinquies.3 of the TUB; conduct during the course of the employment relationship that has caused or may cause serious damage or significant losses to Nexi or another Group company; or payment of the variable component on the basis of data that prove to be manifestly incorrect.

12 The new Plan was approved by the Shareholders' Meeting on 5 May 2022.

13 A codified, internationally recognised system for weighing corporate roles in terms of impact and responsibility
14 Assessment of our employees according to explicit, defined criteria (WHAT and HOW)

Benefit

Benefits represent an important supplementary component to the other elements of remuneration in a sustainable welfare logic. They are differentiated by category of recipients and type; they are in line with market practices and are consistent with applicable laws and the provisions of collective bargaining agreements.

Other instruments

Post-employment benefits and non-compete agreements are instruments used to protect the Company from potential litigation and/or competitive risks in the case of termination of the employment relationship. These treatments are consistent with the remuneration received, in accordance with the recommendations set out in the Corporate Governance Code and consistent with the provisions of the law and the relevant collective bargaining agreement.

Discretionary one-off bonuses cannot be awarded to the Chief Executive Officer and General Manager and to Executives with Strategic Responsibilities.

For all other persons – in order to strengthen their commitment and increase the possibility of retention – one-off bonuses may be awarded within the limits of what is approved in the budget in the following cases:

to recognise high performance and particularly significant achievements during the year, as part of the annual salary review process;
to reward the additional contribution made to special projects in addition to ordinary work. However, these are absolutely exceptional cases linked to the beneficiary's continued service over a certain period.

The other instruments are represented in the summary table below.

OTHER INSTRUMENTS
Component	Recipients
Post-employment payments	• Chief Executive Officer and General Manager • Executives with Strategic Responsibilities on an individual basis
Non-compete agreements	• Executives with Strategic Responsibilities on an individual basis
One-off Bonus	• Not envisaged for CEO/GM and Executives with Strategic Responsibilities

For members of the Board of Directors, the Chief Executive Officer and General Manager, Executives with Strategic Responsibilities and members of the Board of Statutory Auditors, a D&O policy¹⁵ is ensured.

15 Directors & Officers: "Policy for the Civil Liability of the Company's Management and Control Bodies"

4. Remuneration policy

This chapter details the guidelines of the annual remuneration policy adopted by Nexi with respect to the members of the Board of Directors, the Chief Executive Officer and General Manager, the Executives with Strategic Responsibilities and the members of the Board of Statutory Auditors, as approved by the Board of Directors on 6 March 2023.

This policy takes into account market practices and external benchmarks with reference peer groups, both in terms of pay-mix and remuneration levels, performed with the support of independent external consulting companies.16

4.1 The Board of Directors

The Chair of the Board of Directors

The remuneration of the Chair of the Board of Directors, a non-executive director, includes the fixed component alone, in the form of a total gross annual remuneration, as specified by Section II of this Report, which for the 2022-2024 term, is equal to Euro 480,000. This amount includes the remuneration pursuant to article 2389, paragraph 1 of the Italian Civil Code, approved by the Shareholders' Meeting for the position of Director.

Reimbursement of expenses against receipts is permitted for expenses incurred in exercising duties related to the position. A Directors & Officers (D&O) policy is also provided.

Moreover, the Chair may receive additional remuneration for any participation in Nexi S.p.A.'s Internal Board Committees, while they do not receive additional remuneration for positions held in subsidiaries and participation in their Internal Board Committees.

The Deputy Chair of the Board of Directors

In contrast with the previous term of office, the role of Deputy Chair of the Board of Directors is not envisaged in the 2022-2024 mandate.

Non-executive directors

The other non-executive and/or independent directors receive only the fixed component of remuneration, which provides for an annual fee approved by the Shareholders' Meeting in the amount of Euro 70,000 gross per annum for the 2022-2024 term of office, and an additional fee for any participation in the Internal Board Committees, determined by the Board of Directors for the 2022-2024 term of office as follows:

Euro 40,000 gross for the Chair of the Control, Risk and Sustainability Committee and Euro 25,000 gross for its members;
Euro 35,000 gross for the Chair of the Remuneration and Appointments Committee and the Chair of the Related Party Transactions Committee, and Euro 20,000 gross for their members; and
Euro 25,000 gross for the members of the Strategic Committee.

In line with the recommendations provided by the Corporate Governance Code, non-executive directors do not participate in the variable incentive plans linked to performance objectives. No distinction is made in terms of remuneration between directors who meet the independence requirement and directors who are not independent.

Reimbursement of expenses against receipts is permitted for expenses incurred in exercising duties related to the position. A D&O policy is also provided.

4.2 Chief Executive Officer and General Manager

The remuneration of the Chief Executive Officer and General Manager comprises a fixed component, a variable component (short-term and long-term incentives), benefits and severance pay. The short-term and long-term variable components, closely linked to the business plan, constitute a significant part of the CEO/GM pay mix in order to recognise and promote the results achieved in a sustainable manner over time, aligning management actions to the corporate strategy, creating value for stakeholders. The pay mix of the Chief Executive Officer and General Manager is shown in the table below.

The directorship and the managerial relationship are inseparable: therefore, the termination of the managerial relationship also entails the termination of the offices and powers of the chief executive officer and vice versa.

The remuneration package assigned to the General Manager as an employee and described below is also compensatory for the office of Chief Executive Officer of Nexi and any other office, assignment of powers and/or responsibilities assumed in the course of the relationship, with respect to which the Chief Executive Officer and General Manager does not receive any additional remuneration.

Fixed Remuneration

The fixed remuneration forthe position of General Managerresolved by the Board of Directors on 10 March 2022 is Euro 1,500,000 gross per annum.

Short-term variable remuneration - MBO

The Chief Executive Officer and General Manager is the beneficiary of the short-term variable incentive plan (MBO) approved by the Board of Directors on the proposal of the Remuneration and Appointments Committee.

With regard to the variable incentive plan - MBO, the general structure of the incentive in force at company level is discussed below.

a. Beneficiaries

Beneficiaries are identified by banding and role.

b. Purposes

Guides the company's performance in the short term through the identification of objectives aligned with the strategy, the budget, the guidance communicated to the markets at the beginning of the year and the company's annual economic-financial plans.
Orients and focuses people on business priorities, fostering their engagement, while respecting the principles of mitigating major risks.

c. Structure

There is an entry threshold (entry gate) below which no MBO disbursement takes place. It is represented by the attainment of at least 85% of the Group EBITDA target value.
In line with the Company's strategic drivers focused on profitable growth, innovation and technological/digital transformation, operational excellence, people engagement and sustainable value creation, the MBO includes predetermined, measurable and mutually complementary economic-financial and non-financial objectives (related to strategic projects and sustainability) of the following types:
- corporate objectives (e.g. Group EBITDA)
- specific objectives per Business Unit and Area (where applicable)
- other specific objectives
- ESG objectives: Customer Centricity (Net Promoter Score); People Value (Engagement Index resulting from the People Survey).

Each objective is associated with a Key Performance Indicator (KPI) and a percentage weight, differentiated according to the role and responsibilities assigned.

Below is the current MBO diagram17 for the CEO and GM:

Group EBITDA, Customer Centricity and People Value are common objectives for Executives with Strategic Responsibilities.
From 2023, ESG targets were extended to all beneficiaries of the Group MBO.

d. Target incentive and operating mechanisms

The target incentive is the amount of the MBO bonus payable on the achievement of set objectives. It is equal to a percentage of the gross base salary ("RAL") and is differentiated according to the role held and the responsibilities assigned: for the CEO/GM, it corresponds to 100% of the RAL.
The maximum MBO bonus payable may not exceed 200% of the target incentive.
The expected target, the minimum value (below or equal to which the target is considered not to have been achieved) and the maximum value (above which excess performance is no longer remunerated) are defined for each target and related KPI.

If the achievement level of the objective set is equal to or below the minimum value, the payout (amount of the incentive paid towards the target) is equal to zero. If the target attain-

17 With regard to the definitions of the KPIs relating to the Net Promoter Score and Engagement Index, see the section "Key indicators of the Remuneration Policy" in the introductory section of this Report.

ment level is equal to the target, the payout is equal to 100% of the target incentive. If the attainment level is equal to or above the maximum value, the payout is equal to 200% of the target incentive, according to the following pattern (referring to the role of CEO/GM).

• With particular regard to the Group's EBITDA, the range of achievement is between 90% (minimum value) and 105% (maximum value) according to an asymmetrical linear curve, with a different payout depending on the achievement level of the objective set. Below isthe overall MBO of the CEO and GM with the relevant targets, KPIs, weights and range of achievement.

e. Malus and clawback clauses

Specific malus and clawback clauses are envisaged for MBO plans:

malus clauses: allow for the reduction or non-payment of the variable component in the event of conduct during the employment relationship that has caused or may cause significant damage or loss to Nexi or another Group company;
clawback clauses: allow the variable component to be fully or partially reimbursed in the event of violation of the rules set forth in Article 114-quinquies.3 of the TUB; conduct during the course of the employment relationship that has caused or may cause serious damage or significant losses to Nexi or another Group company; or payment of the variable component on the basis of data that prove to be manifestly incorrect.

f. Effects of termination of employment

Payment of the MBO bonusissubject to the beneficiary's continued employment on 31 December of each year of reference. If this condition is not met, no bonus is paid, even if the objectives are achieved. Forthe CEO/GM, in the event oftermination during the year without just cause orin the event of resignation for just cause, the MBO bonus is paid on a pro-rata basis.

Long-term variable remuneration - LTI

The Chief Executive Officer and General Manager is a beneficiary of the long-term incentive plan (LTI) approved on 10 March 2022 by the Board of Directors at the proposal of the Remuneration and Appointments Committee, and subsequently by the Shareholders' Meeting of 5 May 2022. With regard to this variable long-term incentive (LTI) plan, the general structure in force at the company level is illustrated below, in line with the information document pursuant to Article 114 bis of the TUF.

Moreover, the Chief Executive Officer and General Manager is among the beneficiaries of the long-term incentive plan (LTI) approved in 2019. This long-term incentive plan ended in 2021 with the assignment of the third and final cycle, according to the rules and operating mechanisms of the LTI plan illustrated in Section I of the Remuneration Report approved in 2020 by the Shareholders' Meeting.

a. Purposes

Guides the company's performance in a sustainable manner in the medium/long term by aligning management behaviour with corporate strategy and creating value for stakeholders.
Retains the key people in the company who hold high impact roles with the organisation and who have relevant skills, thus providing the company with a competitive advantage.

b. Beneficiaries

The beneficiaries of the plan are selected employees hired with permanent contracts, identified according to banding and performance criteria.

c. Characteristics for CEO/GM and Executives with Strategic Responsibilities

The plan provides for the granting to selected Company employees (with permanent contracts according to banding and performance criteria) of rights to receive a certain number of Nexi S.p.A. ordinary shares without consideration over a medium-long term (three years):

the shares granted are Performance Shares: ordinary shares of the Company, the transfer of ownership of which to the employee is conditional on the achievement of predetermined company performance targets in a specific period of time;
the Plan has a three-year duration and provides for the granting of rights to receive Nexi S.p.A. shares on an annual basis;
the vesting period18 is 3 years, with rolling transfer/vesting of shares;
there is a holding period19 equal to one year for 50% of the number of transferred shares;
according to the diagram shown below:

d. Structure and operating mechanisms

The plan provides for an entry threshold (entry gate) below which no transfer/vesting of shares is envisaged: the actual cumulative Operating Cash Flow must be at least 80% of the target Operating Cash Flow.
In keeping with the Company's strategic drivers, the key indicators (KPIs), which condition the accrual of Performance Shares, are as follows:
- Relative Total Shareholder Return
- Cumulative Operating Cash Flow
- ESG Scorecard²⁰
19 Additional period during which the financial instruments cannot be traded starting from the date of delivery of the letter of allocation of the shares after the expiry of the vesting period.
20 Objective introduced starting from the 2023-2025 cycle in accordance with the information document pursuant to Article 114 bis of the TUF approved by the Shareholders' Meeting of 5 May 2022.

¹⁸ The period between the date on which the right is granted and the date on which it finally accrues;

	RELATIVE TOTAL SHAREHOLDER RETURN
DEFINITION AND CALCULATION MECHANISM	• The Relative Total Shareholder Return (Relative TSR) is the difference between the actual TSR and the benchmark. • The actual TSR, i.e. the total return on investment for the shareholder, is an indicator that measures the creation of value for the shareholder and is calculated by adding the dividends per share paid during the same period to the change in the share price during the vesting period, according to the following formula:
	Actual TSR = (final Price - Starting Price + Dividends) Starting Price
	• The reference index is constructed on the basis of the following indices having the same percentage weight (33%), identified by sector: • Prime Mobile Payment Index21; • EURO STOXX Technology22; • Borsa Italiana FTSE MIB Index. The reference index is calculated as the arithmetic mean of the percentage change in the aforementioned indices during the vesting period.
ACHIEVEMENT LEVEL OF THE OBJECTIVE SET	The amount of Performance Shares allocated is calculated according to the following table, with a maximum attainable cap of 200%. Relative TSR Performance Shares From To From To -10% 0% 0% 100% 0% +10% 100% 200% (Cap) For performance indicator values within the ranges specified, the number of Performance Shares will be
	determined by linear interpolation.

	CUMULATIVE OPERATING CASH FLOW
DEFINITION	• Cumulative Operating Cash Flow (OCF) is the sum of the total OCF realised during the vesting period. • Operating Cash Flow (OCF) is the amount of cash generated by the core business operations:
	OCF = EBITDA - CAPEX - Transformation Costs 23
	• The target OCF is the sum of the OCF targets in the annual budgets of the vesting period. • Relative OCF = percentage change (Δ%) between Cumulative OCF and Target OCF.
ACHIEVEMENT LEVEL OF THE OBJECTIVE SET	• The amount of Performance Shares allocated is calculated according to the following table, with a maximum attainable cap of 200%. Relative OCF Performance Share From To From To -10% 0% 0% 100% 0% +7% 100% 200% (Cap)
	For performance indicator values within the ranges specified, the number of Performance Shares will be determined by linear interpolation.

21 This is a proprietary index consisting of globally listed companies active in the electronic transactions market and the global digital payments industry, which, as of the second assignment cycle 2023-2025, replaces the Global Digital Payments Infrastructure Index (no longer available as of 5 December 2022).
22 This is an equity index of eurozone securities created in 1998 by STOXX Limited as part of the STOXX Supersector indices that include a representation of the major industrial sectors in the region. The index comprises 20 macro sectors (including Technology) defined according to the Industry Classification Benchmark (ICB): companies are classified according to their primary source of revenue.
23 Transformation Cost: non-recurring costs related to the Group's transformation programme.

	ESG SCORECARD
DEFINITION	• Set of objectives linked to the Nexi Group's ESG (Environmental, Social and Governance) strategy, with particular reference to digitisation, gender balance, people engagement and respect for the environment.
ACHIEVEMENT LEVEL OF THE OBJECTIVE SET	• The amount of Performance Shares allocated is calculated according to the following table, with a maximum attainable cap of 200%. • The activation of the target is conditional on reaching an access threshold linked to the use of only renewable energy within the Group
	ESG Scorecard		Performance Shares
	# of SMEs in merchant base with at least one of the new digital propositions	from 0% to 200% (cap) as a result of
	Share of women in managerial roles	the weighted average payout of each of the
	Engagement Index (Group level)	20%
		ESG Scorecard KPIs
		ON/OFF condition: % of renewable energy at Group level

The amount of Performance Shares accrued at the end of the vesting period is determined as described. Independently:
- for 50%, the amount awarded will be linked to the Cumulative Relative OCF KPI;
- for 40%, the amount awarded will be linked to the Relative TSR KPI;
- for 10%, the amount awarded will be linked to the ESG Scorecard.
The payout below the minimum value is 0% of the assigned rights, the payout upon reaching the target is 100% of the assigned rights, the maximum payout is 200% of the assigned rights.
For the CEO/GM, the number of rights allocated upon achieving the target is 130% of the RAL.

Below is the LTI scheme for the CEO/GM:

g. Malus and clawback clauses

The LTI Plan envisages specific penalty and clawback clauses:

Malus clauses: these allow the number of shares to be withheld or reduced in the event of conduct during the employment relationship that has caused or may cause significant damage or loss to Nexi or another Group company;
clawback clauses: allow requesting the full or partial restitution of the shares or their market value in the event of violation of the rules set forth in Article 114-quinquies.3 of the TUB; conduct during the course of the employment relationship that has caused or may cause serious damage orsignificant lossesto Nexi or another Group company; or allocation of the shares on the basis of data that prove to be manifestly incorrect.

h. Effects of termination of employment

The allocation of shares is subject to the continuation of the employment relationship until the date of delivery of the letter of share allocation, without the notice period following resignation or dismissal being in progress on that date. If the termination occurs before that date:

for beneficiaries who qualify as good leavers, the allocation of Shares will be made on a pro-rata basis;
beneficiaries who qualify as bad leavers will automatically lose all rights under the plan and will not receive any shares.

Benefits

The benefits package of the Chief Executive Officer and General Manager is composed of the contribution to the supplementary pension scheme in accordance with the company's collective agreement for all Italian employees, insurance coverage for death, professional/extra-professional accidents that is better than the provisions of the national collective agreement, the same for all executives, and insurance coverage for the reimbursement of medical expenses dedicated to senior management. The assignment of a company car for personal and work use is also envisaged.

Treatments envisaged on termination of office or termination of employment

With regard to the role of General Manager, the following treatments are envisaged for termination of office and termination of executive employment.

In the event of termination of the executive employment relationship at the Company's initiative for reasons other than just cause, in addition to the ordinary severance pay the Chief Executive Officer and General Manager shall be entitled to receive an all-inclusive lump-sum indemnity equal to twenty-four months' salary calculated by summing the RAL and the annual average of the bonuses related to the last three years prior to the termination of the relationship, even if still fully or partially subject to deferment and/or retention mechanisms, or to the shorter period of the relationship, including MBO and LTI bonuses for the pro-rata portion that may have accrued up to the time of termination.

The Chief Executive Officer and General Manager shall also be entitled to this indemnity in the event of resignation for just cause from the executive and/or director relationship.

The indemnity described above is in lieu of any penalty, notice or supplementary indemnity and is paid only upon the termination of any relationship or appointment with the Company or other Group companies and upon the execution of a settlement agreementinwhich the Chief Executive Officer and General Manager waives any claim or demand connected with or occasioned by the relationships (both as an executive and as Chief Executive Officer) and their termination.