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Piovan Remuneration Information 2023

Mar 30, 2023

4095_rns_2023-03-30_1286532d-53c6-4d3f-845d-9bcbad280b32.pdf

Remuneration Information

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REPORT ON THE POLICY REGARDING REMUNERATION AND FEES PAID

pursuant to Article 123-ter of Legislative Decree No. 58 of February 24, 1998

Approved by the Board of Directors on March 21, 2023

Piovan S.p.A. - Report on the policy regarding remuneration and fees paid

GLOSSARY

In addition to the definitions contained in this Report, the following terms are defined as follows:

Shareholders' Meeting: the Shareholders' Meeting of Piovan S.p.A.

Corporate Governance Code / Code: the Corporate Governance Code of listed companies approved in January 2020 by the Corporate Governance Committee.

Civil Code / Civ. Cod. / C.C.: the Italian civil code.

Board of Statutory Auditors: the Board of Statutory Auditors of Piovan S.p.A.

Control, Risks and Sustainability Committee / CRSC: the control, risks and sustainability committee of Piovan S.p.A.

Nomination and Remuneration Committee / NRC: the nomination and remuneration committee of Piovan S.p.A.

Board / Board of Directors: the Board of Directors of Piovan S.p.A.

Reporting Date: the date of approval of the Report by the Board of Directors of Piovan S.p.A., i.e. March 21, 2023.

Managers with strategic responsibilities: those persons with the authority and responsibility, directly or indirectly, for planning, directing and controlling the Company's activities. They include the General Manager, pursuant to Article 65, paragraph 1-quater, of the Issuers' Regulation, which refers to Annex 1 of the Related Parties Regulation.

Piovan Group / Group: collectively Piovan S.p.A. and the companies controlled by this latter directly and indirectly pursuant to Article 93 of the CFA.

Piovan / Company / Issuer: the company Piovan S.p.A..

Issuers' Regulation: the Regulation issued by Consob Resolution No. 11971 of 1999 (as subsequently amended) regarding issuers.

Related Parties Regulation / RPT Regulation: the Regulation issued by Consob Resolution No. 17221 of March 12, 2010 (as subsequently amended with Consob Resolution No. 21624 of December 10, 2020) regarding related party transactions.

Report: the report on the policy regarding remuneration and fees paid that Piovan S.p.A. is required to prepare pursuant to Article 123-ter of Legislative Decree No. 58 of February 24, 1998, and in compliance with the Corporate Governance Code.

Consolidated Finance Act / Consolidated Act / CFA: the Legislative Decree No. 58 of February 24, 1998 (as amended and supplemented from time to time) on financial intermediation.

REPORT ON THE POLICY REGARDING REMUNERATION AND FEES PAID

This Report, approved on March 21, 2023 by the Board of Directors of Piovan S.p.A., has been prepared pursuant to Article 123-ter of the CFA and Article 84-quater of the Issuers' Regulation and in accordance with Annex 3A, Schedules 7-bis and 7-ter, of the same regulations.

The Report is organized into the following sections:

— Section I

• illustrates the Company's policy on the remuneration of the members of the Board of Directors, General Managers and Managers with strategic responsibilities and, subject to the provisions of Article 2402 of the Civil Code, of the members of the Board of Statutory Auditors with reference to the period 2023-2025 (the "Remuneration Policy"), as well as the procedures for the adoption and implementation of the Policy;

— Section II, separately for the members of the Board of Directors and Statutory Auditors and collectively for Managers with strategic responsibilities:

• provides an adequate representation of each of the items which comprise remuneration, including post-employment benefits, highlighting compliance with the Company's remuneration policy relating to the year;

• describes analytically the fees paid by the Company, its subsidiaries or associated companies for any reason and in any form during the year, indicating any components of the aforementioned fees that refer to work carried out in financial years prior to the year of reference. It also highlights the fees to be paid in one or more subsequent years for work carried out in the year of reference, indicating where necessary an estimated value for components that cannot be objectively quantified in the year of reference;

• illustrates how the Company took into account the vote cast the previous year on the second section of the report.

In line with regulations, the Remuneration Policy, outlined in Section I of this Report, will be submitted for the binding vote of the Shareholders' Meeting called, pursuant to Article 2364, paragraph 2, of the Civil Code, for the approval of the financial statements for the year 2022, since the Remuneration Policy approved by the Shareholders' Meeting of April 28, 2022 was valid for one year. In the event that the Shareholders' Meeting does not approve Section I of the Report, the Company will pay compensation in accordance with the last approved policy (i.e., the Remuneration Policy approved by the Shareholders' Meeting on April 28, 2022) and a new remuneration policy will be submitted to a vote of the shareholders no later than the next Shareholders' Meeting.

In addition, pursuant to Article 123-ter, paragraph 6, of the CFA, Section II of this Report will be submitted to the non-binding advisory vote of the Shareholders' Meeting, which has been called, pursuant to Article 2364, paragraph 2, of the Civil Code, for the approval of the financial statements for 2022.

For the purposes of above, pursuant to Article 84-quater of the Issuers' Regulation, this Report will therefore be made available to the public in accordance with the methods and conditions set out by the law.

SECTION I: remuneration policy

This section of the Report describes and illustrates the essential aspects of the Remuneration Policy adopted by the Company. This policy sets out the principles and guidelines to which the Group led by the Company shall adhere when determining and monitoring the remuneration of Board Members and other Managers with strategic responsibilities of Piovan and, where appropriate, equivalent key figures at other companies in the Piovan Group.

The Remuneration Policy, as included in this Report, was adopted by the Board of Directors on March 21, 2023, on the proposal of the Nomination and Remuneration Committee, also in consideration of the recommendations of the Corporate Governance Code.

Any changes and modifications to the Remuneration Policy that may be made by the Company in the future will be appropriately highlighted and described in future years' remuneration reports.

In accordance with Consob Regulation No. 17221 of March 12, 2010 concerning related party transactions, as subsequently amended and supplemented (the "Related Parties Regulation"), as incorporated into the internal procedure on related parties, most recently updated on June 23, 2021, the approval of the Remuneration Policy at the Shareholders' Meeting exempts the Company from application of said procedure on related party transactions in resolutions on the remuneration of Directors and of Managers with strategic responsibilities, provided that these are consistent with the Remuneration Policy approved by the Shareholders' Meeting and that the remuneration awarded is in compliance with this policy and quantified based on criteria that are not discretionary. Pursuant to Article 13, paragraph 1, of the Related Parties Regulation, said procedure does not apply to Shareholders' Meeting resolutions pursuant to Article 2389, paragraph 1, of the Civil Code concerning the remuneration of the Board of Directors, nor to resolutions concerning the remuneration of Directors with special assignments, within the overall amounts previously determined by the

Shareholders' Meeting in accordance with Article 2389, paragraph 3, second sentence, of the Civil Code.

A) Bodies or parties involved in the preparation, approval and possible revision of the Remuneration Policy and their respective roles, and the bodies or parties responsible for the correct implementation of the policy

The main parties and bodies of Piovan involved in the preparation and approval of the Remuneration Policy are the Shareholders' Meeting, the Board of Directors, the Nomination and Remuneration Committee and the Board of Statutory Auditors.

Board of Directors

The Board of Directors:

(i) establishes internally a Nomination and Remuneration Committee;

(ii) establishes and periodically review, after examining the proposals of the Nomination and Remuneration Committee and having consulted with the Board of Statutory Auditors, the remuneration of the Chief Executive Officers and Directors with special assignments, as well as dividing the total fees to which the Directors are entitled among the individual members of the Board, if this has not already been decided by the Shareholders' Meeting;

(iii) defines, on the proposal of the Nomination and Remuneration Committee, the Remuneration Policy;

(iv) approves the Report on the policy regarding remuneration and fees paid pursuant to Article 123-ter of the CFA, Article 84-quater of the Issuers' Regulation, and Article 5 of the Corporate Governance Code;

(v) prepares any remuneration plans based on shares or other financial instruments for Directors, employees (including Managers with strategic responsibilities) and collaborators, submitting these for the approval of the Shareholders' Meeting pursuant to Article 114-bis of the CFA, and oversees their implementation.

Nomination and Remuneration Committee

Pursuant to the internal regulations governing the composition, duties and operating procedures of the committee ("Regulations of the Committee"), the Company's Nomination and Remuneration Committee, which was established within the Board of Directors in accordance with the Corporate Governance Code, is comprised of three Non-Executive Directors, the majority of whom are independent, and is chaired by an Independent Director. At least one member of the committee should possess appropriate financial or remuneration policy experience, as assessed by the Board of Directors on appointment.

The Nomination and Remuneration Committee, which supports the Board of Directors in its remuneration duties, also has the following investigative, proposal and consultation duties:

(i) support the Board of Directors in defining the remuneration policy for Directors and Managers with strategic responsibilities;

(ii) periodically assess the adequacy, overall consistency and application of the remuneration policy for the Directors and Managers with strategic responsibilities;

(iii) present proposals or express opinions to the Board of Directors on the remuneration of Executive Directors and other Directors with special assignments, and establish the performance objectives related to the variable component of this remuneration, monitoring the application of the decisions adopted by the Board and the achievement of the performance objectives;

(iv) express an assessment on the particular and specific issues regarding the remuneration, whose review has been requested by the Board of Directors.

This Remuneration Policy was therefore approved by the Board of Directors on the proposal of the Nomination and Remuneration Committee.

Shareholders' Meeting

As regards remuneration, the Shareholders' Meeting:

(i) determines compensation of members of the Board of Directors and Board of Statutory Auditors in accordance with the law and Company By-Laws;

(ii) casts a binding vote on Section I of the Report on the policy regarding remuneration and fees paid prepared by the Board of Directors, pursuant to Article 123-ter, paragraph 3-ter, of the CFA;

(iii) casts an advisory vote on Section II of the Report on the policy regarding remuneration and fees paid prepared by the Board of Directors, pursuant to Article 123-ter, paragraph 6, of the CFA;

(iv) deliberates on any remuneration plans based on shares or other Company financial instruments for Directors, employees (including the Managers with strategic responsibilities) and associates, pursuant to Article 114-bis of the CFA.

Board of Statutory Auditors

The Board of Statutory Auditors expresses its opinion on proposals for the remuneration of Directors with special assignments pursuant to Article 2389, paragraph 3, of the Civil Code and Article 23, paragraph 2, of the Company By-Laws.

B) Intervention of the Nomination and Remuneration Committee, description of its composition, competences and operating procedures, and any additional measures aimed at avoiding or managing any conflicts of interest

The Nomination and Remuneration Committee was established in application of the recommendations of the Code in force at the time, by motion of the Board of Directors of July 6, 2018. Following the renewal of the corporate bodies, its composition was updated by the Board motion of April

29, 2021.

In accordance with the Regulations of the Committee, the members of the Nomination and Remuneration Committee and its Chairperson are appointed and dismissed by the Board of Directors.

The Nomination and Remuneration Committee comprises 3 Independent, Non-Executive Directors: Manuela Grattoni (Chairperson), Marco Maria Fumagalli and Antonella Lillo. The majority of members have appropriate knowledge and experience in finance or compensation policy.

The Nomination and Remuneration Committee has advisory and propositional functions as regards the Remuneration Policy, as specified in letter A) above.

Furthermore, pursuant to the Regulations of the Committee, except where otherwise decided by the Board of Directors upon appointment, the mandate for the Nomination and Remuneration Committee is the same as that of the Board of Directors, on which its members also sit.

The Chairperson of the Nomination and Remuneration Committee reports:

(i) to the Board of Directors on its activities at least every half-year; and

(ii) to the Shareholders' Meeting, at least annually, on the approval of the statutory financial statements according to its operating methods.

The Nomination and Remuneration Committee meets:

(i) on convocation by its Chairperson, whenever the Chairperson deems it appropriate, and in any case at least once every six months; or

(ii) when the Executive Directors, the Chairperson of the Board of Statutory Auditors or the Chairperson of the Board of Directors deem it necessary.

Nomination and Remuneration Committee meetings shall be validly constituted when the majority of its members in office are present.

Motions of the Nomination and Remuneration Committee are passed by absolute majority.

The Chairperson of the Board of Statutory Auditors (or another Statutory

Auditor nominated by him/her) attends the Nomination and Remuneration Committee meetings, and the other Statutory Auditors may also attend. The Chairperson, on a case by case basis, may invite to meetings of the Nomination and Remuneration Committee other members of the Board of Directors and of the Board of Statutory Auditors, the independent auditors, the heads of the various departments within the Company and the subsidiaries, or other parties whose presence may assist the functions of the Nomination and Remuneration Committee.

In order to prevent and avoid possible conflicts of interest, the Nomination and Remuneration Committee oversees the Board's compensation activities, and no Director takes part in those Nomination and Remuneration Committee meetings where proposals are made to the Board of Directors regarding his or her own compensation.

C) How the Company has kept into account the compensation and working conditions of its own employees in determining its remuneration policy

The Remuneration Policy pursues the same logic applied to the entire corporate employee base, in order to attract, motivate and retain people with the professional qualities necessary to contribute to the definition of the Company's growth strategy and the strengthening of the Company's long-term interests and sustainability.

The definition of the remuneration of the employees of Piovan and the Group takes into account numerous criteria, including the analysis of the marketplace, the internal opportunities within the Company, the role and responsibilities assigned, as well as the distinctive skills of the individuals, avoiding any form of discrimination.

D) Details of any independent experts involved in the preparation of the Remuneration Policy

In preparing the Remuneration Policy the Company did not use outside consultants.

E) Purpose of the Remuneration policy, its underlying principles, its duration, and, in the event of revision, a description of the changes with respect to the last Remuneration Policy submitted to the Shareholders' Meeting and how such revision keeps into account the votes and evaluations expressed in the course of such meeting or afterwards.

In line with remuneration policies adopted in previous years, the Company's Remuneration Policy aims to attract, motivate and retain human resources possessing the professional qualities required to achieve the Company's objectives and, at the same time, the priority objective of aligning management interests with those of shareholders, and creating sustainable value in the medium to long term through the creation of a relationship between remuneration on the one hand, and individual and Company performance on the other.

Consistent with the recommendations set out in the Corporate Governance Code, the Remuneration Policy for Directors and Managers with strategic responsibilities is based on the following criteria:

— the fixed component and the variable component of the remuneration are appropriately balanced in view of the Company's strategic objectives and risk management policy, also taking into account the segment in which it operates and the type of work it performs;

— the fixed component should sufficiently remunerate the professional services of the Directors and Managers with strategic responsibilities where the variable component is not paid because the performance objectives indicated by the Board of Directors are not met;

— the performance objectives - i.e., the financial results and any other objectives giving rise to the variable components (including share-based remuneration plans) - are pre-established, measurable and focused on the creation of sustainable value for shareholders over the medium to long term;

— the variable component of remuneration comprises a portion related to short-term criteria and a portion related to long-term criteria. The latter is deferred for an appropriate period of time as it is linked to the achievement of long-term objectives. The deferment duration is in line with the characteristics of company activity and related risk profiles.

The Remuneration Policy therefore pursues the creation of sustainable value in the medium to long term for the Company and its Shareholders, balancing fixed and variable remuneration with the aim of creating sustainable value in a sustainable manner for the Company.

Remuneration is consistent with the complexity of the role and the responsibilities it entails, with the results achieved and the quality of individual professional contribution.

The financial compatibility of the Remuneration Policy is ensured through compliance with annually-defined budget policies and the identification of thresholds of access to variable remuneration systems based on expected profitability.

Please note that, considering the expiry of the three incentive plans approved by the Shareholders' Meeting on April 29, 2020, the Board of Directors intends to submit to the Shareholders' Meetings called on April 27, 2023 a new incentive plan called the "2023-2025 Long-Term Incentive Plan" (the "Long-Term Incentive Plan" or the "Plan"), which governs allocation of rights to receive shares in the event that pre-established performance objectives are achieved, together with a further allocation of Restricted Share Units ("RSU") not linked to predetermined performance targets, but only to the continued existence of the employment or collaboration relationship between the beneficiary and the Company or other Group

company. For the sake of clarity, please note that the Plan may provide for (i) the combined award of shares and RSUs for top individuals (so-called "Executives"), or (ii) only RSUs for other beneficiaries (so-called "Managers/Talents") as more fully specified in the Plan Information Document.

This Plan aims to incentivize and develop loyalty among those persons holding key roles and talented figures within the Company and its subsidiaries pursuant to Article 2359 of the Civil Code, therefore aligning the interests of these persons' remuneration objectives with those of increasing the sustainable value and return on investment for shareholders.

In full compliance with applicable regulations, and in line with market best practice (including the recommendations of the Corporate Governance Code), the Plan aims to strengthen, within the overall remuneration package of the beneficiaries, the alignment of interests of the beneficiaries with all the Group's stakeholders, particularly encouraging their motivation and loyalty (with a view to retention) to the Company and the Group, in a logic of sustainability and value creation in the medium to long term.

For all detailed information and comments on the Plan, including, inter alia, the rationale for adopting it, its key features, the beneficiaries, the objectives to which the incentive remuneration is linked, and the way in which this remuneration is calculated and paid, please see the information document that will be made available to the public at the Company's headquarters in Santa Maria di Sala (VE), Via delle Industrie no. 16 and on the Company's website www.piovan.com according to the terms provided by current regulations.

Furthermore, the Group has annual monetary incentive plans ("MBOs") in place for the Chief Executive Officer and the Managers with strategic responsibilities. The main criteria for the payment of the MBO are linked to financial performance objectives, identified from year to year by the Company in coordination with the Nomination and Remuneration Committee, among economic and financial indicators such as, by way of example, EBIT and backlog.

Specifically, variable compensation will be paid to the beneficiary Executive if certain conditions are met. These include, for example:

(i) being employed by the Company at the end of the incentive plan period (and not being in a notice period following resignation or dismissal for just cause or for violations of the Code of Ethics, as further detailed in the Plan Regulation);

(ii) not having been absent from work for any reason for a total period exceeding 3 months during the period in question.

After detailed assessments, the Company has not deemed it necessary to make significant changes to the remuneration policies adopted in previous years, since these were found to be in line with the Company's medium- and long-term objectives. However, also considering the evolving macroeconomic environment and the results of the dialogue with investors and shareholders following the Shareholders' Meeting votes concerning the proposed remuneration policy for the 2022 financial year, please note that the Company's Board of Directors, having also consulted with the Nomination and Remuneration Committee, has decided to propose among the performance objectives of the Long-Term Incentive Plan (which will be submitted for approval to the Shareholders' Meeting scheduled for April 27, 2023) an ESG-related parameter, in line with market best practices.

F) Description of the policies concerning fixed and variable remuneration components, with specific regards to the indication of the related weight under the scope of total salary and the distinction between the short and medium- to long-term variable components.

Remuneration of Directors

The remuneration of all Directors is established in accordance with the general principles referred to in subparagraph E) above and - with the exception of the remuneration of the Chief Executive Officer - shall consist solely of an annual fixed component, of a significant amount that is congruent with the role and the commitment required. This remuneration is defined within the limits of the total amount approved by the Shareholders' Meeting pursuant to Article 2389, paragraph 3, of the Civil Code and the By-Laws.

The remuneration of the Chief Executive Officer, on the other hand, comprises (a) a fixed annual remuneration, of a significant amount and congruent with the role and the commitment required (such as to be sufficient to remunerate performance in the event that the variable component is not paid following failure to achieve the objectives referred to below), paid in accordance with the employment relationship; and (b) a variable remuneration, and specifically:

(i) a short-term variable component – MBOs – based on the achievement of annual objectives that are submitted to the Board of Directors on the proposal of the Nomination and Remuneration Committee. The objectives, the structure, and the amount of the variable component are decided annually by the Board of Directors according to the proposal made by the Nomination and Remuneration Committee, and are based on actual achievement of set financial objectives, as illustrated in letter E) above;

(ii) by a medium- to long-term variable component – the Long-Term Incentive Plan. As regards this plan, please note that the share-based component, which constitutes 90% of the total allocation, is based on the achievement of objectives over a multi-year period. These objectives are consistent with the goal of creating sustainable value for shareholders in the medium to long term and with a proper risk management policy. On the other hand, the RSU component (constituting 10% of the total allocation) is linked to retention-based objectives. The objectives and the amount of the variable component are decided by the Board of Directors according to the proposal made by the Nomination and Remuneration Committee, and are based on actual achievement of the set objectives.

The amount of the variable component of MBOs to be paid is chiefly linked to key operating indicators such as EBIT, EBITDA and sales, and is determined on the basis of the actual achievement of results in these areas, as verified

by the Board of Directors with the support of the Nomination and Remuneration Committee and is subject to an upper limit ("cap") identified a priori. The value of the variable component represented by the Long Term Incentive Plan, on the other hand, is linked to (i) economic-financial magnitudes including, but not limited to, EBIT, EBITDA, and Sales, (ii) shareholders value creation objectives, and (iii) ESG objectives related to sustainability performance. Also for the Long Term Incentive Plan, this value is determined on the basis of the actual achievement of results in those areas, as verified by the Board of Directors with the support of the Nomination and Remuneration Committee.

Directors may also be beneficiaries of incentive and loyalty plans based on shares or other financial instruments of the Company, which may include retention and vesting periods aimed at fostering the incentive and loyalty objectives that underlie such plans.

Finally, expenses incurred by Directors in the performance of their duties are reimbursed by the Company.

Remuneration of Managers with strategic responsibilities

Managers with strategic responsibilities are those persons with the authority and responsibility, directly or indirectly, for planning, directing and controlling the Company's activities, pursuant to Article 65, paragraph 1 quater, of the Issuers' Regulation, which refers to Annex 1 of the Related Parties Regulation.

Remuneration of Managers with strategic responsibilities is established in accordance with the general principles referred to in point E) above and comprises:

(i) a fixed annual component determined such that it is consistent with the position and the responsibilities it entails, and which sufficiently remunerates their professional services where the variable component is not paid because the performance objectives as below are not met;

(ii) a short-term variable component - MBOs - based on the achievement of annual objectives that are submitted to the Board of Directors on the proposal of the Nomination and/or Remuneration Committee. The objectives, the structure and the amount of the variable component are decided annually by the Board of Directors according to the proposal made by the Nomination and Remuneration Committee, and are based on actual achievement of the set objectives, as set out in letter E) above;

(iii) a medium- to long-term variable component - the Long Term Incentive Plan. As regards this plan, please note that the share-based component, which constitutes 90% of the total allocation, is based on the achievement of objectives over a multi-year period. These objectives are consistent with the goal of creating sustainable value for shareholders in the medium to long term and with a proper risk management policy.. On the other hand, the RSU component (constituting 10% of the total allocation) is linked to retentionbased objectives. The objectives and the amount of the variable component are decided by the Board of Directors according to the proposal made by the Nomination and Remuneration Committee, and are based on actual achievement of the set objectives.

Managers with strategic responsibilities may be beneficiaries of incentive and loyalty plans based on shares or other financial instruments of the Company, which may include retention and vesting periods aimed at fostering the incentive and loyalty objectives that underlie such plans.

As regards the Plan, the relative regulation was prepared in compliance with applicable regulations for issuers listed on the Italian Euronext Milan stock exchange, and specifically those in the Euronext STAR Milan segment and, on the basis of the guidelines concerning incentive systems, approved by the Company's Board of Directors on September 14, 2018. Specifically, these established incentive systems based on equity and/or monetary instruments with a three-year vesting period and with operating conditions linked to the achievement of certain objectives based on the Group's economic-financial performance and creation of sustainable value.

The Plan, which in the opinion of the Company represents a valid tool for incentivizing and building loyalty, isreserved for certain individuals identified by the Board of Directors after consultation with the Nomination and Remuneration Committee. Specifically, the Plan is reserved for Executive Directors (excluding the Executive Chairperson) and Managers with Strategic Responsibilities, and additional individuals to be selected by the Chairperson of the Board of Directors from among the employees and/or contractors of the Company or subsidiary companies due to the strategic importance of the roles. The Plan is therefore considered of "particular relevance" in accordance with Article 84-bis, paragraph 2, of the Issuers' Regulation.

For an in-depth description of the Plan, see the relevant Information Document made available to the public by the Company pursuant to Article 114-bis of the CFA.

G) The policy applied with regards to non-monetary benefits

The Remuneration Policy establishes the assignment of non-monetary benefits in line with market standards and with the position and role held. These benefits generally include the use of a mobile phone, a company car and health, life and professional insurance coverage in line with those provided for the role performed and responsibilities held.

H) Variable components: description of the financial and non-financial performance objectives, and - where relevant - keeping into account criteria of social corporate responsibility, on which base they are assigned, distinguishing between short and medium- to long-term components, and information on the link between changes in results and changes in remuneration

Reference should be made to letter F).

I) Criteria used to evaluate achievement of the performance objectives underlying the assignment of shares, options, other financial instruments or other variable remuneration components of remuneration, specifying the variable component to be paid according to the level of achievement of the objectives

The Plan has a multi-year duration, is divided into three cycles ("Vesting Periods"), each lasting three years, and is based on the achievement of both annual and three-year objectives. The Vesting Periods represent the periods at the end of which the shares will be assigned, subject to Board of Director verification, where required, of the achievement of the performance objectives for each of these Vesting Periods, in 2023, 2024 and 2025 and, for the period 2023-2025 for three-year objectives(the "Performance Periods").

In accordance with the Plan's regulation, each beneficiary will be assigned the share-based component free of charge, provided that the relevant performance objectives, set out by the Board of Directors after consultation with the Nomination and Remuneration Committee, have been achieved and that the performance indicators measured in the current Performance Period are at least equal to the performance objectives set out in the previous year.

Assignment of the shares depends on the achievement of results regarding EBITDA (40%), Sales (30%), value added (20%) and ESG indicator (10%).

As regards the RSU component of the Plan, on the other hand, please note that the shares shall be assigned freely at the end of the period set out in the Plan regulation.

Finally, please note that, as per the Plan regulation, the Long Term Incentive Plan will last from the date of approval by the Shareholders' Meeting (scheduled for April 27, 2023), until December 31, 2025, with the last Vesting Period ending in 2027.

J) Information establishing the contribution of the Remuneration Policy, and in particular the policy on variable remuneration components, to the Company's strategy, the pursuit of long-term interests and the sustainability of the Company and the Group

Reference should be made to letter E) and F).

K) The terms for the maturity of rights ("Vesting periods"), any systems of deferred payment, indexing of deferred payments and the criteria utilized for the determination of these periods and, if established, ex-post correction mechanisms of the variable component (malus or reimbursement of variable components, "clawback")

As regards Vesting Periods, reference should be made to letter I).

As per the Plan regulation, should objective circumstances emerge to suggest that the data used to verify the achievement of the performance indicators were manifestly erroneous, the Company reserves the right to obtain from the beneficiary author of any of the aforementioned acts and/or facts, the revocation of the rights and/or the return of the shares held by the beneficiary, including the shares in which the lock-up commitment was encumbered, with the consequent definitive extinction of any right claimed by the latter in this regard.

The manifest error in the data may be:

a) an error in the calculation of results leading to the achievement of a performance indicator which, without the material error, would not have been achieved;

b) a malicious alteration of the data used to achieve the performance indicators or otherwise the data leading to the assignment of shares;

c) the attainment of performance indicators by means of conduct in violation of legal provisions or company regulations.

The Company reserves the right to exercise the clawback right also in relation to individuals who are found to be responsible, with malice or gross

negligence, for violations of laws and/or regulations, the Code of Ethics (if this results in the termination of employment) even where such conduct has not directly impacted the achievement of performance indicators and the assignment of shares (claw back clause).

L) Clauses for the maintenance in portfolio of financial instruments after their purchase: maintenance periods and criteria utilized for the determination of such periods

The Plan stipulates that both the share-based component and the RSU component, from the end of each Vesting Period, will be subject to an unavailability restriction ("Lock-Up"), in accordance with the following terms and conditions: for the CEO and Managers with strategic responsibilities the Lock-Up period lasts two years and applies to 40% of the shares to be assigned for each Vesting Period.

M)Policy relating to treatments established in the event of termination of office or employment

The Company's Remuneration Policy does not stipulate that Directors and Managers with strategic responsibilities sign specific agreements (other than those required by applicable collective contracts) governing ex-ante financial aspects in the case of termination of office, or with regards to any early resolution of contract initiated by the Company or by the interested party.

As regards the Long-Term Incentive Plan, please note that the beneficiary of the Plan will permanently lose their right to the share award in the event that their employment terminates (or on notice of termination of employment) on a date prior to the assignment of the shares as a result of:

  • dismissal, revocation or non-renewal by the Company and/or another Group company for just cause, or justified by subjective reasons pursuant to the law or collective bargaining agreement for the category; or

  • voluntary resignation by the beneficiary; or

  • particularly serious violations of the Code of Ethics, resulting in

termination of the employment relationship.

In all cases of termination of employment other than those mentioned above, the beneficiary will maintain the right to the assignment of shares on a pro-rata temporis basis.

N) Information on the presence of any insurance coverage, social security or pension payments, other than compulsory ones

As indicated in paragraph G) above, non-monetary benefits may include life, accident and supplementary health insurance policies beyond obligatory cover.

O) Remuneration policy in relation to: (i) Independent Directors, (ii) Committee membership and (iii) the discharge of specific positions (Chairperson, Vice Chairperson, etc.);

The Company's Shareholders' Meeting of April 29, 2021 resolved to set the total remuneration due to the Board of Directors at a maximum of Euro 1,430,000.00 gross per annum for each of the three financial years of the duration of their mandate. This remuneration is to be understood as including the remuneration for the Directors with special assignments, which will be apportioned by the Board of Directors.

Meeting on May 13, 2021, the Board of Directors of the Company allocated the total remuneration approved by the Shareholders' Meeting for all members of the Board of Directors, assigning, for each of the three financial years of their office:

▪ Euro 1,200,000 (before taxes, withholdings and social security and statutory welfare contributions and net of any reimbursement of expenses) to the Executive Chairperson;

▪ Euro 30,000 (before taxes, withholdings and social security and statutory welfare contributions and net of any reimbursement of expenses) to each of the other six Directors;

▪ an additional fee of Euro 5,000 (before taxes, withholdings and social

security and statutory welfare contributions and net of any reimbursement of expenses), to each member of the Nomination and Remuneration Committee;

▪ an additional fee of Euro 5,000 (before taxes, withholdings and social security and statutory welfare contributions and net of any reimbursement of expenses), to each member of the Control, Risks and Sustainability Committee.

The remaining Euro 20,000 may be paid to Directors with special assignments, subject to the approval of the Nomination and Remuneration Committee and the Board of Directors.

P) Any remuneration policies of other companies used as a benchmark in establishing the Remuneration Policy, and the criteria used in the choice of these companies

In establishing the Remuneration Policy, the Company did not refer to the remuneration policies of any other companies.

Q) Exceptions from the Remuneration Policy in the presence of exceptional circumstances, and without prejudice to the provisions of Regulation No. 17221 of March 12, 2010, any further procedural conditions under which departures may be applied.

The Company reserves the right to temporarily waive the Remuneration Policy under exceptional circumstances.

Pursuant to Article 123-ter, paragraph 3-bis, of the CFA, exceptional circumstances only include situations in which a departure 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 on the market, and include the following situations:

• the need to acquire and/or retain individuals with skills and professional standards considered strategic to the interests and/or sustainability of the activities carried out by the Company and/or the Group;

• the need to replace, due to unforeseen events, a Chief Executive Officer

and the need to quickly negotiate an appropriate compensation package;

• the need to protect company know-how;

• the need to motivate resources considered strategic when the failure to achieve the performance objectives is linked to external circumstances and/or extraordinary and/or unforeseeable factors and/or not dependent on the will or the work of the individual person;

• significant changes in the scope of the Company's or the Group's activities during the period of validity of the Remuneration Policy approved, such as, for example, the acquisition of a significant business or the sale of a business unit and/or a significant business on which the performance objectives of the incentive plans adopted by the Company from time to time were based.

These exceptions may concern the awarding of variable compensation in replacement of or in addition to that provided for in the Remuneration Policy connected with performance objectives and/or quantitative parameters other than those set out in the Remuneration Policy.

In the cases of exceptions from the Remuneration Policy provided for in this section, the Company shall apply the procedure and obligations provided for by the RPT Policy adopted by the Company, even in the event of an exception provided for under the Related Parties Regulation. In any case, it is necessary to obtain the prior opinion of the Board of Statutory Auditors pursuant to Article 2389, paragraph 3, of the Civil Code in the case of Directors with special assignments.

Remuneration of the Control Bodies

The Shareholders' Meeting of Piovan S.p.A. held on April 29, 2021 approved the remuneration of the members of the supervisory bodies (consisting of a single fixed component). Specifically, the remuneration to be allocated to the Chairperson of the Board of Statutory Auditors was set at Euro 25,000 gross for the duration of the mandate, while the amount to be allocated to each Statutory Auditor was set at Euro 15,000 gross per annum for the duration of their mandate.

SECTION II: fees paid

Section II - Part 1 - Items comprising remuneration

Remuneration of the Board of Directors

As set out in Section I of this Report, the Company's Shareholders' Meeting of April 29, 2021 resolved, inter alia, to set the total remuneration due to the Board of Directors at a maximum of Euro 1,430,000.00 gross per annum for each of the three financial years of the duration of their mandate. This remuneration is to be understood as including the remuneration for the Directors with special assignments, which will be apportioned by the Board of Directors.

Meeting on May 13, 2021, the Board of Directors of the Company therefore allocated the total remuneration approved by the Shareholders' Meeting for all members of the Board of Directors, assigning, for each of the three financial years of their office:

▪ Euro 1,200,000 (before taxes, withholdings and social security and statutory welfare contributions and net of any reimbursement of expenses) to the Executive Chairperson;

▪ Euro 30.000 (before taxes, withholdings and social security and statutory welfare contributions and net of any reimbursement of expenses) to each of the other six Directors;

▪ an additional fee of Euro 5,000 (before taxes, withholdings and social security and statutory welfare contributions and net of any reimbursement of expenses), to each member of the Nomination and Remuneration Committee;

▪ an additional fee of Euro 5,000 (before taxes, withholdings and social security and statutory welfare contributions and net of any reimbursement of expenses), to each member of the Control, Risks and Sustainability Committee.

The remaining Euro 20,000 may be paid to Directors with special

assignments, subject to the approval of the Nomination and Remuneration Committee and the Board of Directors.

No agreements have been signed between the Company and the Directors stipulating indemnities and/or other benefits in the case of resignation or revocation of office without just cause or the termination of employment following a takeover or change of control. The remuneration of the Board of Directors was also deemed by the Company to be in line with the pursuit of its and the Group's long-term objectives as it helps align the interests of management with those of shareholders.

It should also be noted that the Shareholders' Meeting held on March 19, 2020 revoked the two incentive plans previously in place ("2019-2021 Performance Shares Plan" and "2019-2021 Long-Term Monetary Incentive Plan"), and approved, in accordance with the principles of the Remuneration Policy, the adoption of regulations relating to:

(i) the "2020-2022 Performance Shares Plan", which governs allocation of rights to receive shares in the event that pre-established performance objectives are achieved;

(ii) the "2020-2022 Long-Term Monetary Incentive Plan", which governs disbursement of a monetary incentive to achieve the pre-established performance objectives;

(iii) the "2020-2022 Phantom Stock Option Plan", which governs assignment of stock options and, where applicable, the disbursement of a monetary incentive.

For an in-depth description of the Performance Shares Plan, the Monetary Incentive Plan and the Phantom Stock Option Plan, see the relevant Information Documents made available to the public by the Company pursuant to Article 114-bis of the CFA.

Recognition of the variable component of remuneration is based on the achievement of set company objectives; however, since the performance objectives correlated to the variable component of remuneration envisaged by the Remuneration Policy approved by the Company are linked to the performance results of the Company and the Group (in terms of consolidated EBITDA and sales), the Company reserves the right, for reasons of confidentiality given the type of these parameters and as permitted by applicable provisions, to omit the indication of the objectives achieved in comparison with those originally envisaged as this information is commercially sensitive.

With regard to the indication of the proportion between fixed and variable remuneration, reference should be made to Table 1 prepared pursuant to Annex 3A, Schedule 7-bis of the Issuers' Regulation at the end of this Report.

Except where specified in the section "Remuneration of Managers with strategic responsibilities" below, the Company is not party to non-compete agreements with members of the Board of Directors or the Group's Managers with strategic responsibilities.

Remuneration of the Board of Statutory Auditors

On April 29, 2021, the Company's Shareholders' Meeting resolved to set the remuneration due to the Chairperson of the Board of Statutory Auditors at Euro 25,000 gross for the duration of the mandate, and the amount due to each Statutory Auditor at Euro 15,000 gross per annum for the duration of the mandate.

For further details concerning the fees received by each member of the Board of Statutory Auditors in the Company and its subsidiaries, reference should be made to the table in the section below.

Remuneration of Managers with strategic responsibilities

The fees paid for any reason and in any form whatsoever by the Group to the Company's Managers with strategic responsibilities for the year ending December 31, 2022 amounted to a total of Euro 978,557, including extraordinary bonuses of gross Euro 300,800. These fees were deemed by the Nomination and Remuneration Committee and the Board of Directors of the Company to be in line with the Remuneration Policy approved by the Shareholders' Meeting of April 28, 2022 and in line with the pursuit of the long-term objectives of the Company and the Group, insofar as they contribute to aligning the interests of senior management with those of the shareholders.

Non-monetary benefits paid to main Executives consist of the use of a company car (in line with corporate policy criteria and the employment contract).

Some Managers with strategic responsibilities, based on the responsibilities vested as key management personnel of the Group, also benefit from an MBO plan; in particular, with regard to the indication of the proportion between fixed and variable remuneration within the total remuneration of Managers with strategic responsibilities, reference should be made to point F) of Section I) above and to Table 1 prepared pursuant to Annex 3A, Schedule 7-bis, of the Issuers' Regulation at the end of this Report.

Recognition of the variable component of remuneration is based on the achievement of set company objectives; however, since the performance objectives correlated to the variable component of remuneration envisaged by the Remuneration Policy approved by the Company are linked to the performance results of the Company and the Group, the Company reserves the right, for reasons of confidentiality given the type of these parameters and as permitted by applicable provisions, to omit the indication of the objectives achieved in comparison with those originally envisaged as this information is commercially sensitive.

Two Managers with strategic responsibilities – the Chief Financial Officer Giovanni Rigodanza and the Chief Technology & Innovation Officer Davide Cappellini – signed non-compete agreements for consideration pursuant to Article 2125 of the Civil Code. Specifically, in consideration of these noncompete commitments, during the financial year 2022 they received respectively gross Euro 19,200 and Euro 19,500, considering the duration of their employment relationship.

Any indemnities and/or other benefits for termination of office or termination of employment

Given that the Company's Remuneration Policy does not stipulate that Directors and Managers with strategic responsibilities sign specific agreements (other than those required by applicable collective contracts) governing ex-ante financial aspects in the case of termination of office, or with regards to any early resolution of contract initiated by the Company or by the interested party, no indemnities or other benefits were paid during the year for termination of office or termination of employment based on ex ante agreements.

Exceptions to the Remuneration Policy

On March 23, 2022, the Board of Directors, with the approval of the Nomination and Remuneration Committee, the Related Party Transactions Committee and the Board of Statutory Auditors, as provided for and permitted under the Company's Remuneration Policy in exceptional cases and circumstances, waived the Remuneration Policy to pay extraordinary compensation related to the completion of the Ipeg, Inc. acquisition to the Executive Chairperson, the Chief Executive Officer and the Chief Financial Officer.

Possible application of ex-post correction mechanisms for variable remuneration

With reference to the incentive plans based on financial instruments pursuant to Article 114-bis of the CFA approved by the Company on April 29, 2020, the Remuneration Policy envisages that they provide for adequate expost correction mechanisms (so-called clawback/malus clauses), through which the Company reserves the possibility (i) to ask for the restitution, in full or in part, of variable components of remuneration already paid; or (ii) to withhold, in full or in part, variable components of remuneration not yet paid, determined on the basis of data that subsequently turned out to be

clearly erroneous.

As at the Report Date, the Company has never exercised such ex-post correction mechanisms.

Shareholders' Meeting voting on the second section of the Report

The Shareholders' Meeting held on April 28, 2022 cast an advisory vote on Section II of the 2022 Remuneration Report. The percentage of votes in favor was 91.14% of the total number of votes represented at the Shareholders' Meeting.

Given the vote cast at the Shareholders' Meeting, the Company decided to maintain remuneration levels and components of remuneration substantially in line with the previous year.

Comparison information

With reference to the period since October 19, 2018 (date of listing of the Company on the Mercato Telematico Azionario, organized and managed by Borsa Italiana S.p.A., STAR segment, now called the "Euronext STAR Milan"), it should be noted that the Company attributes constant remuneration to its Directors, Statutory Auditors and employees with, in some cases, incremental changes in favor of certain senior management due to the good performance and growth in terms of results of the Company and the Group during the period.

For further information, reference should be made to the table below, which illustrates these changes with reference to the members of the Board of Directors, the members of the Board of Statutory Auditors and, in aggregate, the employees of the Company and the Group.

Comparison information is provided below, for the period of the Company's listing or for the shorter period of tenure of the individuals indicated, between the annual change:

(i) of the total remuneration of each of the persons for whom the information in this section of the Report is provided, i.e., the members of the Board of Directors and the Board of Statutory Auditors; it should be noted that the data include the fees paid with reference to the offices held in Piovan S.p.A. and its subsidiaries;

(ii) of the Group's and the Company's results and, in particular, EBITDA and revenues;

(iii) of the average gross annual remuneration, measured on full-time employees, of employees of Piovan S.p.A. and the Group other than those whose remuneration is provided in this section of the Report.

2019 2020 2021 (****) 2022 Change
2019 - 2020
Change
2020-2021
Change
2021-2022
Percentage
change
2019-2020
Percentage
change
2020-2021
Percentage
change
2021-2022
Nicola Piovan Euro 1,206,000 Euro 1,211,000 Euro 1,220,589 Euro 1,381,360 + Euro 5,000 ± Euro 9,589 + Euro 160,771 + 0.41 % + 0.79 % + 13.17 %
Filippo Zuppichin Euro 524,000 Euro 539,000 Euro 622,284 Euro 786,412 + Euro 15,000 + Euro 83,284 + Euro 164,128 + 2.86 % + 15.45 % + 26.38 %
Marco Maria Fumagalli Euro 30,000 Euro 30,000 Euro 36,740 Euro 40,000 ± 0 + Euro 6,740 + Euro 3,260 ± 0 % + 22.47% + 8.87 %
Lucia Giancaspro Euro 37,904 (*) Euro 45,000 (*) Euro 15,384 N/A + Euro 7,096 N/A N/A + 18.72 % N/A N/A
Marco Milani Euro 25,000 Euro 9,221 (***) N/A N/A N/A N/A N/A N/A N/A N/A
Mario Cesari N/A Euro 15,779 (***) Euro 31,740 Euro 35,000 N/A + Euro 15,961 + Euro 3,260 N/A + 101.15 % (***) + 10.27 %
(i) Chiara Mio Euro 30,000 Euro 30,000 Euro 9,781 N/A ± 0 N/A N/A ± 0 % N/A N/A
Marco Stevanato Euro 20,000 Euro 20,000 Euro 26,740 Euro 30,000 ± 0 + Euro 6,740 + Euro 3,260 ± 0 % + 33.70 % + 12.19 %
Antonella Lillo N/A N/A Euro 26,959 Euro 40,000 N/A N/A + Euro 13,041 N/A N/A + 48.37 %
Manuela Grattoni N/A N/A Euro 23,589 Euro 35,000 N/A N/A + Euro 11,411 N/A N/A + 48.37 %
Carmen Pezzuto Euro 16,700 Euro 16,700 Euro 22,900 Euro 25,000 ± 0 + Euro 6,200 + Euro 2,100 ± 0 % + 37.13 % + 9.17 %
Luca Bassan Euro 11,200 Euro 11,200 Euro 14,283 Euro 15,000 ± 0 + Euro 3,083 + Euro 717 ± 0 % + 27.53 % + 5.02 %
Patrizia Santonocito Euro 14,813 (**) Euro 23,200 (**) Euro 31,390 Euro 35,000 + Euro 8,387 + Euro 8,190 + Euro 3,610 + 56.62 % + 35.30 % + 11.50 %
Group EBITDA Euro 30,570,574 Euro 32,242,068 Euro 41,150,114 Euro 61,622,594 + Euro 1,671,494 + Euro 8,908,046 + Euro 20,472,480 + 5.47 % + 27.63 % + 49.75 %
(ii) Piovan S.p.A. EBITDA Euro 20,381,218 Euro 16,421,594 Euro 19,607,961 Euro 22,390,403 - Euro 3,959,624 + Euro 3,186,367 + Euro 2,782,442 - 19.43 % + 19.40 % + 14.19 %
Group Revenues Euro 234,359,868 Euro 225,179,982 Euro 287,027,648 Euro 531,394,980 - Euro 9,179,886 + Euro 61,847,666 + Euro 244,367,332 - 3.92 % + 27.47 % + 85.14 %
Piovan S.p.A. Revenues Euro 105,494,246 Euro 98,462,103 Euro 112,751,288 Euro 134,982,900 - Euro 7,032,143 + Euro 14,289,185 + Euro 22,231,612 - 6.67 % + 14.51 % + 19.72 %
(iii) Group employees Euro 53,447 Euro 49,423 Euro 58,322 Euro 68,109 - Euro 4,024 + Euro 8,899 + Euro 9,787 - 7.53 % + 18.01 % + 16.78 %
Piovan S.p.A. Employees Euro 59,444 Euro 57,387 Euro 69,256 Euro 70,598 - Euro 2,057 + Euro 11,869 + Euro 1,342 - 3.46 % + 20.68 % + 1.94%

(*) Ms. Giancaspro, who is Independent Director of Piovan S.p.A. and Chairperson of the Supervisory Board of Piovan S.p.A. since September 16, 2019, is also Chairperson of the Supervisory Board of Aquatech S.r.l. and member of the Supervisory Board of Penta S.r.l.; Ms. Giancastro held this position until April 29, 2021. The remuneration shown for 2021 therefore refers to the period for which the position was held.

(**) Ms. Santonocito, Statutory Auditor of Piovan S.p.A., is also a member of the Supervisory Board of Piovan S.p.A. since September 9, 2019, as well as a member of the Supervisory Board of Penta S.r.l. and Aquatech S.r.l. since September 16, 2019. From April 30, 2021, Ms. Santonocito assumed the role of Chairperson of the Supervisory Board of Piovan S.p.A. and Aquatech S.r.l..

(***) Following the resignation of Mr. Marco Milani on May 12, 2020 effective from May 14, 2020, on May 14, 2020 the Board of Directors proceeded, pursuant to Article 2386 of the Civil Code and Article 14.4 of the By-Laws, to co-opt a replacement, appointing Mr. Mario Cesari as a Director of the Company as well as a member of the Control, Risks and Sustainability Committee and the Related Parties Committee. The Shareholders' Meeting of the Company held on October 13, 2020 confirmed this appointment pursuant to Article 2386 of the Civil Code and Article 14.4 of the By-Laws. The remuneration shown in year 2020 refers to the period for which the position was held, respectively.

(****) It should be noted that the values for 2021 in section (i) take into account the changes made following the renewal of corporate bodies, both in terms of composition and fees, as described greater detail in the paragraphs above.

Section II - Part 2 - Breakdown of fees paid during the year

Part 2 provides a detailed breakdown of the fees paid by the Company, its subsidiaries and associated companies, for any reason and in any form, during the year. It uses the tables prepared below and reported in the appendix to part 2 of Section II.

This Report also includes Tables no. 1 and 2 pursuant to Annex 3A, Schedule 7-ter of the Issuers' Regulation, which detail the investments held in the Company and its subsidiaries by the Directors, Statutory Auditors and Managers with strategic responsibilities, pursuant to Article 84-quater, paragraph 4, of the Issuers' Regulation.

TABLE 1 - pursuant to Annex 3A, Schedule 7-bis of the Issuers' Regulation - Remuneration of members of the Board of Directors, General Managers and Managers with strategic responsibilities in 2022.

VALUES IN €/1000
Conclusion of Fixed Remuneration Non-equity variable remuneration Non Other Fair Value of Benefits on
Name Office Period of office office Remuneration for committee
participation
Bonuses for
other incentives
Profit sharing monetary
benefits
remunerati
on
Total equity
remuneration
conclusion of office
Nicola Piovan Executive
Chairman
29/06/2018-
31/12/2022
until approval of
the financial
statements as at
31.12.2023
1,200 - 150 - 20 - 1,370 - -
(I) Remuneration from Company preparing the accounts 1,200 - 150 - 20 - 1,370 - -
(II) Remuneration from subsidiaries and associates 11 (*) - - - - - 11 - -
(II I) Total 1,211 - 150 - 20 - 1,381 - -
Conclusion of Remuneration Non-equity variable remuneration
Name Office Period of office Fixed Non Other Fair Value of Benefits on
office Remuneration for committee
participation
Bonuses for
other incentives
Profit sharing monetary
benefits
remunerati
on
Total equity
remuneration
conclusion of office
Filippo
Zuppichin
Chief Executive
Officer/CEO
29/06/2018-
31/12/2022
until approval of
the financial
statements as at
31.12.2023
372(**) - 331 - 69 4 776 - -
(I) Remuneration from Company preparing the accounts 372 - 331 - 69 4 776 - -
(II) Remuneration from subsidiaries and associates 11 (**) - - - - - 11 - -
Name Office Period of office Conclusion of
office
Fixed Remuneration
for committee
participation
(***)
Non-equity variable remuneration Non
monetary
Other
remunerati
Total Fair Value of
equity
Benefits on
Remuneration Bonuses for
other incentives
Profit sharing benefits on remuneration conclusion of office
Marco Maria
Fumagalli
Independent
Director
19/10/2018 -
31/12/2022
until approval of
the financial
statements as at
31.12.2023
30 10 - - - - 40 - -
(I) Remuneration from Company preparing the accounts 30 10 - - - - 40 - -
(II) Remuneration from subsidiaries and associates - - - - - - - - -
(II I) Total 30 10 - - - - 40 - -
Remuneration Non-equity variable remuneration Non Other Fair Value of
Name Office Period of office Conclusion of
office
Fixed
Remuneration
for committee
participation
(***)
Bonuses for
other incentives
Profit sharing monetary
benefits
remunerati
on
Total equity
remuneration
Benefits on
conclusion of office
Mario Cesari Independent
Director
14/05/2020 –
31/12/2022
until approval of
the financial
statements as at
31.12.2023
30 5 - - - - 35 - -
(I) Remuneration from Company preparing the accounts 30 5 - - - - 35 - -
(II) Remuneration from subsidiaries and associates - - - - - - - - -
(II I) Total 30 5 - - - - 35 - -
Period of office Conclusion of
office
Fixed Remuneration
for committee
participation
(***)
Non-equity variable remuneration Non Other Fair Value of Benefits on
Name Office Remuneration Bonuses for
other incentives
Profit sharing monetary
benefits
remunerati
on
Total equity
remuneration
conclusion of office
Marco
Stevanato
Director 19/10/2018 -
31/12/2022
until approval of
the financial
statements as at
31.12.2023
(°)
30 - - - - - 30 - -
(I) Remuneration from Company preparing the accounts 30 - - - - - 30 - -
(II) Remuneration from subsidiaries and associates - - - - - - - - -
(II I) Total 30 - - - - - 30 - -
Remuneration Non-equity variable remuneration Non Other Fair Value of
Name Office Period of office Conclusion of
office
Fixed
Remuneration
for committee
participation
(***)
Bonuses for
other incentives
Profit sharing monetary
benefits
remunerati
on
Total equity
remuneration
Benefits on
conclusion of office
Antonella
Lillo
Independent
Director
30/04/2021 –
31/12/2022
until approval of
the financial
statements as at
31.12.2023
30 10 - - - - 40 - -
(I) Remuneration from Company preparing the accounts 30 10 - - - - 40 - -
(II) Remuneration from subsidiaries and associates - - - - - - - - -
Remuneration Non-equity variable remuneration Non Other Fair Value of
Name Office Period of office Conclusion of
office
Fixed
Remuneration
for committee
participation
(***)
Bonuses for
other incentives
Profit sharing monetary
benefits
remunerati
on
Total equity
remuneration
Benefits on
conclusion of office
Manuela
Grattoni
Independent
Director
30/04/2021 –
31/12/2022
until approval of
the financial
statements as at
31.12.2023
30 5 - - - - 35 - -
(I) Remuneration from Company preparing the accounts 30 5 - - - - 35 - -
(II) Remuneration from subsidiaries and associates - - - - - - - - -
(II I) Total 30 5 - - - - 35 - -

(*) the item "Remuneration from subsidiaries and associates" includes the portion pertaining to Mr. Piovan with reference to his role as Chairperson of the Board of Directors of the subsidiary Doteco S.p.A.

(**) the fixed compensation paid to Mr. Zuppichin includes Euro 341 thousand as salary paid as an employee of the Company. The item "Remuneration from subsidiaries and associates" includes the portion pertaining to Mr. Zuppichin with reference to the office held in the subsidiary Doteco S.p.A..

(***) remuneration for committee attendance is allocated as follows:

  • Marco Maria Fumagalli: total compensation of Euro 10 thousand paid as a member of (i) the Nomination and Remuneration Committee (5) and (ii) the Control, Risks and Sustainability Committee (5).
  • Mario Cesari: total compensation of Euro 5 thousand paid as a member of the Control, Risks and Sustainability Committee.
  • Antonella Lillo: total remuneration of Euro 10 thousand paid as a member of (i) the Nomination and Remuneration Committee (5) and (ii) the Control, Risks and Sustainability Committee (5).
  • Manuela Grattoni: total remuneration of Euro 5 thousand paid as member of the Nomination and Remuneration Committee.

(°) Please note that Mr. Marco Stevanato resigned from the position of Director of the Company for personal reasons on January 26, 2023, with immediate effect.

Name Office Period of office Conclusion of office Fixed
Remunerati
on €
Remuneration
for committee
participation
Non-equity variable remuneration Non
monetary
Other Fair value of
equity
Benefits on conclusion
Bonuses for
other
incentives
Profit sharing benefits remuneration Total remuneration of office
Managers with
strategic
responsibilities
(3 parties)
(I) Remuneration
from Company
preparing the
accounts
549 301 120 9 979
(II) Remuneration
from subsidiaries
and associates
(III) Total 549 301 120 9 979
Name Office Period of office Conclusion of office Fixed
remuneration
Remuneration for
committee
attendance (*)
Non-equity variable
remuneration
Non
monetary
benefits
Other
remuneration
Total Fair Value of
equity
remun.
Benefits on conclusion
of office
Carmen
Pezzuto
Chairperson Board
of Statutory
Auditors
25/09/2018 –
approval of the
financial statements
as at 31/12/2022
Approval of the
financial statements
as at 31/12/2023
25 25
Luca Bassan Statutory Auditor 14/09/2018 –
approval of the
financial statements
as at 31/12/2022
Approval of the
financial statements
as at 31/12/2023
15 15
Patrizia
Santonocito
Statutory Auditor 14/09/2018 –
approval of the
financial statements
as at 31/12/2022
Approval of the
financial statements
as at 31/12/2023
15 20 35
Cristina Targa Alternate Auditor 14/09/2018 –
approval of the
financial statements
as at 31/12/2022
Approval of the
financial statements
as at 31/12/2023
Kristian
Sartor
Alternate Auditor 14/09/2018 –
approval of the
financial statements
as at 31/12/2022
Approval of the
financial statements
as at 31/12/2023

(*) the item "Remuneration for committee attendance" for the Statutory Auditor Patrizia Santonocito includes fees paid as a member of the Supervisory Boards of Piovan S.p.A. (10) and of the subsidiaries Penta S.r.l (3) and Aquatech S.r.l. (7).

TABLE 2 - pursuant to Annex 3A, schedule 7-bis of the Issuers' Regulation - Stock options granted to the members of the Board of Directors, General Managers and Managers with strategic responsibilities

As at December 31, 2022, no stock options were assigned to the members of the Board of Directors, General Managers or other Managers with strategic responsibilities and therefore there is no amount to report.

TABLE 3A - Pursuant to Annex 3A, schedule 7-bis, of the Issuers' Regulation - Financial instrument-based incentive plans, other than stock options, in favor of members of the Board of Directors, General Managers and other Managers with strategic responsibilities.

Name Office Plan Financial instruments
assigned in previous years
not vested in the year
Financial instruments assigned in the year Financial
instruments
vested in the
year and not
assigned
Financial instruments
vested in the year and
assigned
Financial
instruments
accruing in the
year
Number and
Type of
financial
instruments
Vesting
period
Number and
Type of
financial
instruments
Fair value at
assignment
date
Vesting
period
Assignment
date
Market price
upon
assignment
Number and type of
financial instruments
Number and
type of
financial
instruments
Value at
maturation
date
Fair Value
Filippo
Zuppichin
Chief Executive
Officer
(I) Remuneration
from Company
preparing the
accounts
2020-2022 Phantom Stock
Option Plan
(12/05/2020)
83,232
phantom stock
options (*)
2020-2022 0 N/A N/A N/A N/A N/A N/A N/A
83,232
phantom stock
options (*)
2021-2023 0 N/A N/A N/A N/A N/A N/A N/A 817,222
83,232
phantom stock
options (*)
2022-2024 0 N/A N/A N/A N/A N/A N/A N/A
2020-2022 Performance Shares
Plan
(12/05/2020)
32,012
rights to
receive shares
(*)
2020-2022 0 N/A N/A N/A N/A N/A N/A N/A
32,012
rights to
receive shares
(*)
2021-2023 0 N/A N/A N/A N/A N/A N/A N/A 233,400
32,012
rights to
receive shares
(*)
2022-2024 0 N/A N/A N/A N/A N/A N/A N/A
(II) Remuneration
from subsidiaries
and associates
N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
(III) Total 2020-2022 Phantom Stock
Option Plan
(12/05/2020)
83,232
phantom stock
options (*)
2020-2022 0 N/A N/A N/A N/A N/A N/A N/A
83,232
phantom stock
options (*)
2021-2023 0 N/A N/A N/A N/A N/A N/A N/A 817,222
83,232
phantom stock
options (*)
2022-2024 0 N/A N/A N/A N/A N/A N/A N/A
2020-2022 Performance Shares
Plan
(12/05/2020)
32,012
rights to
receive shares
(*)
2020-2022 0 N/A N/A N/A N/A N/A N/A N/A
32,012
rights to
receive shares
(*)
2021-2023 0 N/A N/A N/A N/A N/A N/A N/A 233,400
32,012
rights to
receive shares
(*)
2022-2024 0 N/A N/A N/A N/A N/A N/A N/A
Name Plan Financial instruments assigned
in previous years not vested in
the year
Financial instruments assigned in the year Financial
instruments vested
in the year and not
assigned
Financial instruments
vested in the year and
assigned
Financial
instruments
accruing in the
year
Number and Type
of financial
instruments
Vesting
period
Number and
Type of financial
instruments
Fair value at
assignment
date
Vesting
period
Assignment
date
Market price
upon
assignment
Number and type of
financial instruments
Number and
type of financial
instruments
Value at
maturation
date
Fair Value
Managers with strategic
responsibilities
(I) Remuneration from
Company preparing the
accounts
2020-2022 Phantom Stock
Option Plan
(12/05/2020)
94,828 phantom
stock options (*)
2020-2022 0 N/A N/A N/A N/A N/A N/A N/A
94,828 phantom
stock options (*)
2021-2023 0 N/A N/A N/A N/A N/A N/A N/A 963,099
94,828 phantom
stock options (*)
2022-2024 44,703 59,500 2022-
2024
27.01.2022 10.65 N/A N/A N/A
2020-2022 Performance
Shares Plan
(12/05/2020)
35,111 rights to
receive shares
(*)
2020-2022 0 N/A N/A N/A N/A N/A N/A N/A
39,852 rights to
receive shares
(*)
2021-2023 0 N/A N/A N/A N/A N/A N/A N/A 276,960
43,239 rights to
receive shares
(*)
2022-2024 0 N/A N/A N/A N/A N/A N/A N/A
(II) Remuneration from
subsidiaries and
associates
N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
(III) Total 2020-2022 Phantom Stock
Option Plan
(12/05/2020)
94,828 phantom
stock options (*)
2020-2022 0 N/A N/A N/A N/A N/A N/A N/A
94,828 phantom
stock options (*)
2021-2023 0 N/A N/A N/A N/A N/A N/A N/A 963,099
94,828 phantom
stock options (*)
2022-2024 44,703 59,500 2022-
2024
27.01.2023 10.65 N/A N/A N/A

47 Piovan S.p.A. - Report on the policy regarding remuneration and fees paid

2020-2022 Performance
Shares Plan
(12/05/2020)
35,111 rights to
receive shares
(*)
2020-2022 0 N/A N/A N/A N/A N/A N/A N/A 276,960
39,852 rights to
receive shares
(*)
2021-2023 0 N/A N/A N/A N/A N/A N/A N/A
43,239 rights to
receive shares
(*)
2022-2024 0 N/A N/A N/A N/A N/A N/A N/A

(*) Number of options as subsequently reduced following agreements between the Company and beneficiaries, in order to be more consistent with the objectives of the plan and maintain a balance between the parties involved and limit the number of options granted, also in view of the particular situation of economic and social uncertainty due to the emergency linked to COVID-19.

TABLE 3B - Pursuant to Annex 3A, schedule 7-bis, of the Issuers' Regulation - Monetary incentive plans in favor of members of the Board of Directors, General Managers and other Managers with strategic responsibilities

A B (1) (2) (4)
Bonus for the year
Name Office Plan (A) (B) (C) (A) (B) (C) Other bonuses
Issuable/Issued Deferred Period of deferment No longer issuable Issuable/Issued Still deferred
Filippo Zuppichin Chief Executive
Officer
MBO 2022
(I) Remuneration from
Company preparing the
accounts
271 January 1, 2022 –
December 31, 2022
(II) Remuneration from
subsidiaries and
associates
(III) Total 271
Managers with strategic
responsibilities (4)
MBO 2022
(I) Remuneration from
Company preparing the
accounts
301 January 1, 2022 –
December 31, 2022
(II) Remuneration from
subsidiaries and
associates
(III) Total 301

TABLE No. 1 - pursuant to Annex 3A, Schedule 7-ter of the Issuers' Regulation - Shareholdings of the Management and Control Boards

Name Office Investee Number of shares held at the end of the
previous year
Number of shares
acquired
Number of
shares sold
Number of shares held at
the end of the present year
Filippo Zuppichin Chief Executive Officer Piovan S.p.A. 348,300 348,300
Nicola Piovan (held indirectly
through Pentafin S.p.A.)
Executive Chairman Piovan S.p.A. 31,042,310 233,231 31,275,541

Santa Maria di Sala, March 21, 2023

The Chairman of the Board of Directors

Nicola Piovan

51 Piovan S.p.A. - Report on the policy regarding remuneration and fees paid

Piovan S.p.A. - Report on the policy regarding remuneration and fees paid

Report on the policy regarding remuneration and fees paid of Piovan S.p.A.

52

PIOVAN S.p.A. Via delle Industrie 16 – 30036 S. Maria di Sala VE - Italy