Sabaf — Remuneration Information 2018

Apr 17, 2018

http://www.sabaf.it - sabaf@sabaf.it

REPORT ON REMUNERATION

pursuant to Article 123-ter of the TUF and Article 84-quarter of the Issuers' Regulations

Section I - REMUNERATION POLICY

Sabaf S.p.A.'s General Remuneration Policy (hereinafter also "remuneration policy"), approved by the Board of Directors on 22 December 2011 and updated on 20 March 2013, 4 August 2015 and 26 September 2017, defines the criteria and guidelines for the remuneration of members of the Board of Directors, Executives with strategic responsibilities and members of the Board of Statutory Auditors.

The remuneration policy was prepared:

• pursuant to Article 6 of the Corporate Governance Code of listed companies, approved in March 2010 and subsequent amendments and supplements;
• in line with Recommendations 2004/913/EC and 2009/385, which were incorporated into law with Article 123-ter of the Consolidated Law on Finance (TUF).

1. Corporate bodies and persons involved in preparing, approving and implementing the remuneration policy

SHAREHOLDERS' MEETING

• Determines the remuneration due to the members of the Board of Directors, including a fixed amount and attendance fees
• Resolves compensation plans based on the allocation of financial instruments with regard to directors and employees
• Gives a non-binding vote on the first section of the Report on Remuneration (Remuneration Policy)

BOARD OF DIRECTORS

• At the suggestion of the Remuneration and Nomination Committee and subject to the opinion of the Board of Statutory Auditors, determines the fee for Directors holding specific positions
• Defines the remuneration policy of Executives with strategic responsibilities
• After obtaining the opinion of the Remuneration and Nomination Committee, resolves to sign Non-competition agreements with regard to the Chief Executive Officer and to executives
• At the suggestion of the Remuneration and Nomination Committee, defines incentive plans based on short- and long-term variable remuneration to be assigned to the Chief Executive Officer and to the Executives with strategic responsibilities
• At the suggestion of the Chief Executive Officer, defines the incentive plans based on shortterm variable remuneration for company Management and other employees
• At the suggestion of the Remuneration and Nomination Committee, resolves to assign nonmonetary benefits to executives
• Makes proposals to the Shareholders' Meeting on compensation plans based on the allocation of financial instruments with regard to directors and employees
• Prepares the Report on Remuneration pursuant to Article 123-ter of the Consolidated Law on Finance and Article 84-quarter of the Issuers' Regulations

No independent experts or advisors contributed to the preparation of the policy, nor were the remuneration policies of other companies used for reference purposes.

The Board of Directors is responsible for properly implementing the remuneration policy.

REMUNERATION AND NOMINATION COMMITTEE

• Makes proposals to the Board of Directors, in the absence of the persons directly concerned, for remuneration of the Chief Executive Officer and Directors holding specific positions
• Examines, with the support of the Human Resources Department, the policy for the remuneration of executives, with a special attention to Executives with strategic responsibilities
• Makes suggestions and proposals to the Board of Directors concerning the setting of targets on which the annual variable component and long-term incentives for the Chief Executive Officer and Executives with strategic responsibilities should be dependent, in order to ensure alignment with shareholders' long-term interests and the company's strategy
• Assesses the level of achievement of the short- and long-term variable incentive targets of Directors and executives
• Prepares the proposals to the Board of Directors of compensation plans based on financial instruments
• Assesses the adequacy, actual application and consistency of the remuneration policy, also with reference to the actual company performance, making suggestions and proposals for change
• Follows the development of the regulatory framework of reference and best market practices on remuneration, getting inspired by them for formulating the remuneration policy and identifying aspects for improving the Report on Remuneration

The Remuneration and Nomination Committee currently in office comprises four non-executive members, the majority of them independent (Fausto Gardoni, Giuseppe Cavalli, Renato Camodeca and Alessandro Potestà), with the knowledge and experience in accounting, finance and remuneration policies that is deemed adequate by the Board of Directors.

BOARD OF STATUTORY AUDITORS

• The Board of Statutory Auditors expresses the opinions required by the regulations in force on proposals for remuneration of Directors holding specific positions
• The Board of Statutory Auditors, i.e. the Chairman of the Board of Statutory Auditors or another Statutory Auditor designated by him/her can attend the meetings of the Remuneration and Nomination Committee

HUMAN RESOURCES DEPARTMENT

Actually enacts what is decided upon by the Board.

*** *** ***

2. Purpose of the remuneration policy

The Company's intention is that the Remuneration Policy:

3. Remuneration policy guidelines and instruments

The definition of a fair and sustainable remuneration package takes into account three main tools:

• Fixed remuneration
• Variable remuneration (short- and medium- to long-term)
• Benefits

Each remuneration component is analysed below.

FIXED ANNUAL COMPONENT

The fixed component of the remuneration of the Directors is such that it is able to attract and motivate individuals with appropriate expertise for the roles entrusted to them within the Board, and is set with reference to the remuneration awarded for the same positions by other listed Italian industrial groups of a similar size.

The Shareholders' Meeting decides on the remuneration of the members of the Board of Directors, including a fixed amount and attendance fees.

With regard to the remuneration for Directors holding special offices, the Board of Directors, at the proposal of the Remuneration and Nomination Committee and subject to the opinion of the Board of Statutory Auditors, determines the additional fixed remuneration.

Directors who sit on committees formed within the Board (Internal Control and Risk Committee, Remuneration and Nomination Committee) are granted remuneration that includes a fixed salary and attendance fees intended to reward the commitment required of them.

Executives with strategic responsibilities are paid a fixed annual remuneration, determined so that it is sufficient in itself to guarantee an appropriate basic salary level, even in the event that the variable components are not paid owing to a failure to reach the targets.

The members of the Board of Statutory Auditors are paid a fixed remuneration, the amount of which is determined by the Shareholders' Meeting, at the time of their appointment.

COMPONENTS OF THE	CORPORATE OFFICES
REMUNERATION	Executive Directors (A) Non-Executive	Directors	Members of committees within the BoD	Executives with strategic responsibilities	Statutory Auditors
FIXED COMPONENTS	> Fixed remuneration for the office of Director > Fixed remuneration for Directors holding special positions	> Fixed remuneration for the office of Director > Attendance fee	> Fixed remuneration for Directors members of committees within the BoD > Attendance fee	> Collective National Contract for Industrial Managers	> Fixed remuneration

A) Executive Directors: Chairman and Vice Chairmen of the BoD, Chief Executive Officer, Executive Directors

SHORT-TERM VARIABLE COMPONENT (ANNUAL)

The Board of Directors, at the suggestion of the Remuneration and Nomination Committee and in accordance with the budget, defines an MBO plan, for the benefit of:

• Executives with strategic responsibilities
• other persons, identified by the Chief Executive Officer, among the managers who report directly to him or who report to the aforementioned managers

This plan sets a common target (Group EBIT, which is considered to be the Group's main indicator of financial performance) and quantifiable and measurable individual targets economic-financial, technical-productive and/or socio-environmental in nature.

The targets of the Chief Executive Officer and of the Executives with strategic responsibilities are decided by the Board of Directors, at the suggestion of the Remuneration and Nomination Committee, in accordance with the budget.

The targets of the other beneficiaries of the incentive plans are defined by the Chief Executive Officer, in accordance with the budget.

Non-executive directors are not granted any variable remuneration.

LONG-TERM VARIABLE COMPONENT

At the suggestion of the Remuneration and Nomination Committee, and after obtaining the opinion of the Board of Statutory Auditors, the Board of Directors approves a long-term financial incentive, for the benefit of:

• Chief Executive Officer
• Executives with strategic responsibilities

The long-term financial incentive is dependent on measurable and predetermined performance targets relating to the creation of value for shareholders over the long term and extends over three years coinciding with the mandate of the Board of Directors (2015-2017; 2018-2020; etc.).

The performance targets, set in accordance with the three-year business plan, are proposed by the Remuneration and Nomination Committee to the Board of Directors, as the body responsible for approving the long-term financial incentive.

COMPONENTS OF THE		CORPORATE OFFICES
REMUNERATION		Executive directors and Other executives with strategic responsibilities	Other persons identified by the CEO
MPONENTS VARIABLE	SHORT-TERM VARIABLE COMPONENT	> Annual MBO plan based on achieving a common target and individual targets	> Annual MBO plan based on achieving a common target and individual targets
CO	LONG-TERM VARIABLE COMPONENT	> LTI dependent on measurable and predetermined performance targets relating to the creation of value for shareholders over a time horizon of three years	N/A

NON-MONETARY BENEFITS

Third-party civil liability insurance policy: The Company has taken out a third-party civil liability insurance policy in favour of directors, statutory auditors and executives for unlawful acts committed in the carrying-out of their respective duties, in violation of obligations established by law and the Articles of Association, with the sole exclusion of deliberate intent. The taking-out of this policy is approved by the Shareholders' Meeting.

Life insurance policy and cover for medical expenses: The Company also provides a life insurance policy and cover for medical expenses (FASI) for executives, as established by the Collective National Contract for Industrial Managers; moreover, it has taken out an additional policy to cover medical expenses not covered by FASI reimbursements.

Company cars: At the suggestion of the Remuneration and Nomination Committee, the Board of Directors also assigns company cars to executives.

Accommodation costs: At the suggestion of the Remuneration and Nomination Committee, the Board of Directors can provide for housing to be made available to executives, for the possibility to reimburse the rent of the house or for the temporary reimbursement of the costs of accommodation in a hotel.

INCENTIVES BASED ON FINANCIAL INSTRUMENTS

Any compensation plans based on the allocation of financial instruments with regard to directors and employees are resolved by the Shareholders' Meeting at the suggestion of the Board of Directors.

ENTRY BONUS

With the aim of attracting highly professional individuals, the Board may decide to give entry bonuses to newly hired executives.

INDEMNITY AGAINST THE EARLY TERMINATION OF EMPLOYMENT

There is an agreement for the Chief Executive Officer regulating ex ante the economic part concerning the early termination of the employment relationship.

There are no agreements for other Directors or other Executives with strategic responsibilities regulating ex ante the economic part concerning the early termination of the employment relationship. For the end of the relationship for reasons other than just cause or justified reasons provided by the employer, it is the Company's policy to pursue consensual agreements to end the employment relationship, in accordance with legal and contractual obligations.

The Company does not provide directors with benefits subsequent to the end of their mandate.

The Company has entered into Non-competition agreements with the Chief Executive Officer and with certain executives who report to him, the terms of which were approved by the Board of Directors, after obtaining the opinion of the Remuneration and Nomination Committee.

CLAW BACK CLAUSES

As from 2018, the Company established mechanisms for the ex-post adjustment of the variable remuneration component or claw back clauses to demand the return of all or part of the variable components of remuneration paid out (or to withhold deferred sums), which were determined on the basis of data subsequently found to be clearly incorrect.

REMUNERATION FOR OFFICES IN SUBSIDIARIES

Directors and other executives with strategic responsibilities may be paid remuneration – exclusively as a fixed amount – for offices held in subsidiaries. In addition to the approval of the subsidiaries' corporate bodies, this remuneration is subject to the favourable opinion of the Remuneration and Nomination Committee.

	COMPONENTS OF THE	CORPORATE OFFICES
REMUNERATION		Executive Directors	Non-Executive Directors	Executives with strategic responsibilities	Statutory Auditors
BENEFITS AND OTHER MPONENTS	NON-MONETARY BENEFITS	> Third-party liability insurance policy	> Third-party liability insurance policy	> Third-party liability insurance policy > Life insurance policy, policy to cover medical expenses (FASI), policy for supplementary medical expenses > Company cars	> Third-party liability insurance policy
CO	OFFICES IN SUBSIDIARIES	> Fixed remuneration for offices in subsidiaries	N/A	> Fixed remuneration for offices in subsidiaries	N/A
	INDEMNITY AGAINST THE EARLY TERMINATION OF EMPLOYMENT	> Remuneration for Non competition agreement (only for Chief Executive Officer)	N/A	> Remuneration for Non competition agreement	N/A

4. Remuneration of the Board of Directors, Chairman and Vice Chairmen of the Board of Directors, Chief Executive Officer, Executives with strategic responsibilities and Board of Statutory Auditors

REMUNERATION OF THE BOARD OF DIRECTORS

The Shareholders' Meeting is responsible for determining the annual gross remuneration (maximum amount) due to the Directors, including a fixed amount and attendance fees.

The members of the Board are covered by a third-party civil liability insurance policy for unlawful acts committed in the exercise of their respective duties, in violation of obligations established by law and the Articles of Association, with the sole exclusion of deliberate intent. The taking-out of this policy is approved by the Shareholders' Meeting.

REMUNERATION OF THE CHAIRMAN OF THE BOARD OF DIRECTORS AND VICE CHAIRMEN

Sabaf S.p.A. makes it a practice to appoint as Chairman and Vice Chairmen members of the Saleri family, principal shareholder of the Company through the company Giuseppe Saleri S.a.p.A.. No variable remuneration is paid to these directors, even if executive directors, but only remuneration in addition to those of directors for special offices held.

REMUNERATION OF THE CHIEF EXECUTIVE OFFICER

The remuneration of the Chief Executive Officer includes the following components:

Fixed remuneration for the office of Director: the Chief Executive Officer is the recipient of the fixed remuneration for the office of Director (pursuant to Article 2389 paragraph I Italian Civil Code).

Third-party civil liability insurance policy: The Company has taken out a third-party civil liability insurance policy for unlawful acts committed in the carrying-out of their respective duties, in violation of obligations established by law and the Articles of Association, with the sole exclusion of deliberate intent. The taking-out of this policy is approved by the Shareholders' Meeting.

Long-term variable component: the long-term financial incentive is dependent on the achievement of performance targets, proposed by the Remuneration and Nomination Committee to the Board of Directors, and extends over three years, coinciding with the mandate of the Board of Directors At the time of approval, the Board of Directors decides on the maximum amount of the long-term variable component, the methods and timing for its payment.

If the Chief Executive Officer is also assigned an executive management role within the Sabaf Group, the Board decides on the assignment of the following additional remuneration instruments:

Fixed annual gross salary: the fixed remuneration is determined so that it is sufficient in itself to guarantee an appropriate basic salary level, even in the event that the variable components are not paid owing to a failure to reach the targets.

Non-competition agreement: assignment of a fixed annual remuneration against the signing of a Non-competition Agreement with the Company.

Short-term variable component: annual incentive, dependent on the achievement of the targets envisaged by the MBO plan, approved by the Board of Directors at the suggestion of the Remuneration and Nomination Committee. On the occasion of the annual approval, the Board of Directors decides on the maximum amount of the annual variable component, the methods and timing for its payment.

Benefits: the benefits envisaged for the management of the Company can be assigned: Life insurance policy and cover for medical expenses, assignment of company car; reimbursement of the rent for the house.

REMUNERATION OF EXECUTIVES WITH STRATEGIC RESPONSIBILITIES

Fixed annual gross remuneration: Employment relationships with Executives with strategic responsibilities are regulated by the Collective National Contract for Industrial Managers. In this regard, fixed remuneration is determined so that it is sufficient in itself to guarantee an appropriate basic salary level, even in the event that the variable components are not paid owing to a failure to reach the targets.

Short- and long-term variable components: Executives with strategic responsibilities are the recipients of short- and long-term MBO plans (ref. paragraph 3). At the time of approval of short- and long-term incentive plans, the Board of Directors is responsible for setting the maximum amounts of variable remuneration, the methods and timing for the payment of this remuneration.

Benefits: Executives with strategic responsibilities receive the benefits envisaged for the management of the Company (Life insurance policy and cover for medical expenses); assignment of company car) and are covered by an occupational risk policy.

REMUNERATION OF THE BOARD OF STATUTORY AUDITORS

The amount of remuneration for Statutory Auditors is set by the Shareholders' Meeting, which establishes a fixed amount for the Chairman and the other Statutory Auditors.

The members of the Board are covered by a third-party civil liability insurance policy for unlawful acts committed in the exercise of their respective duties, in violation of obligations established by law and the Articles of Association, with the sole exclusion of deliberate intent. The taking-out of this policy is approved by the Shareholders' Meeting.

Section II – REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE BOARD OF STATUTORY AUDITORS AND OTHER EXECUTIVES WITH STRATEGIC RESPONSIBILITIES IN 2017

This section, by name of Directors and Statutory Auditors:

• Describes each of the items that make up the remuneration, showing their consistency with the remuneration policy of Sabaf
• Analytically illustrates the remuneration paid in the financial year under review (2017), for any reason and in any form, by the Company or by subsidiaries or affiliates, identifying any components of this remuneration that relate to activities undertaken in previous years to the year under review

The components of the remuneration paid to directors for 2017

The remuneration paid to directors for 2017 consisted of the following components:

• An annual fixed remuneration, approved by the Shareholders' meeting of 5 May 2015 (and subsequently amended by the Shareholders' meeting of 28 April 2016) that the Board of Directors decided to divide, in compliance with the maximum limit of € 995,000 established by the Shareholders' Meeting, as follows:
• o € 15,000 assigned to each director without distinction
• o € 10,000 assigned to each member of the committees set up within the Board itself (Internal Control and Risk Committee and Remuneration and Nomination Committee)
• o Additional remuneration of € 480,000 divided among Directors holding special positions (Chairman and Vice Chairmen) as detailed in the table below
• o Remuneration of € 100,000, decided by the Board of Directors of 3 August 2017, assigned as a one-off indemnity to the director Gianluca Beschi, as remuneration for the office of ad interim Chief Executive Officer held from 27 April to 12 September 2017
• o Remuneration of € 10,000, decided by the Board of Directors of 3 August 2017, assigned to the director Pietro Iotti, appointed by the Shareholders' meeting of 20 July 2017, who was appointed Chief Executive Officer as from 12 September 2017
• An attendance fee of € 1,000, due to non-executive directors only, for every occasion on which they attend Board of Directors' meetings and the meetings of committees formed within the Board

A fixed remuneration component for employment and a fixed remuneration for offices in subsidiaries are paid to executive directors appointed as executives.

With reference to variable components, which are intended only for executive directors (excluding the Chairman and Vice Chairmen), the following is pointed out:

• In relation to the annual variable incentive plan established for 2016, given the failure to reach the assigned targets, no remuneration accrued in the previous financial year and, therefore, no remuneration was paid in 2017
• With reference to the annual incentive plan for 2017, the Director Gianluca Beschi accrued variable remuneration of € 36,128 for the achievement of the targets of the 2017 MBO plan. Its payment is deferred and dependent upon the continuation of the employment relationship. Remuneration was paid to the Chief Executive Officer Pietro Iotti on a pro rata basis as from the date of his appointment
• With reference to the long-term incentive plan, dependent on three-year performance targets (2015-2017), the Director Gianluca Beschi accrued remuneration of € 72,474; this variable component is paid in full following the approval of the 2017 financial statements

There are no incentive plans based on financial instruments outstanding.

On 3 August 2017, the Board of Directors, at the suggestion of the Remuneration and Nomination Committee, decided to grant the Chief Executive Officer and General Manager (Pietro Iotti) a gross allinclusive indemnity for termination of employment relationship of € 700,000. This amount will be recognised in one of the following cases:

• Failure to renew the three-year office and/or removal without just cause before the expiry of the renewal
• Failure to re-appoint for the period after the renewal, or if the removal of the office takes place without "just cause" after the renewal
• Resignation of the Chief Executive Office, if handed in due to the existence of a "just cause"

Moreover, the Company entered into a Non-competition agreement with the Chief Executive Officer valid for twelve months after termination of the employment relationship, which envisages the payment of an additional component of the annual salary of € 30,000, against the commitment of Pietro Iotti not to work for subjects that carry on/will carry on competing activities in Italy, Spain, Turkey, Brazil and China.

Finally, following the resignation of the Director Alberto Bartoli, in 2017 the conditions for the payment of the consideration related to the Non-competition Agreement of € 290,000 signed with the Company took shape. In 2017, a consideration of € 116,000 (40% of the total) was paid; the payment of the remaining amounts is deferred in two tranches that will be paid in 2018 (€ 58,000, equal to 20% of the total) and in 2019 (€ 116,000, equal to 40% of the total).

Remuneration of Statutory Auditors for 2017

The remuneration paid to the Statutory Auditors for 2017 consists of a fixed remuneration determined by the Shareholders' Meeting of 5 May 2015.

The remuneration of other executives with strategic responsibilities for 2017

The remuneration of other executives with strategic responsibilities (three persons) consists of a fixed remuneration for employment totalling € 384,624, and following variable remuneration:

• With reference to the variable incentive plan (MBO) of 2016, during 2017, remuneration totalling € 33,050 was paid
• With reference to the variable incentive plan (MBO) for 2017, remuneration totalling € 86,462 accrued. Its payment is deferred and dependent upon the continuation of the employment relationship
• With reference to the long-term variable incentive plan, dependent on three-year performance targets (2015-2017), remuneration of € 62,157 accrued for the only executive with strategic responsibilities identified as such before passing the resolution of the three-year plan

Remuneration totalling € 96,500 was also disbursed by subsidiaries.

There are no incentive plans based on financial instruments outstanding.

***

For a breakdown of the remuneration paid in 2017, please refer to the tables below (Table 1 and Table 2), which contain remuneration paid to Directors and Statutory Auditors, and, at the aggregate level, to other executives with strategic responsibilities, taking into account any office held for a fraction of a year. Remuneration received from subsidiaries and/or affiliates, with the exception of that waived or paid back to the Company, is also indicated separately.

With particular reference to Table 1, the column:

• "Fixed remuneration" shows, for the portion attributable to 2017, the fixed remuneration approved by the Shareholders' meeting (and distributed with resolution of the Board of Directors), including the remuneration received for the carrying-out of special offices (pursuant to Article 2389, paragraph 3, Italian Civil Code); attendance fees as approved by the Board of Directors; employee salaries due for the year gross of social security contributions and income taxes owed by the employee
• "Remuneration for attendance at Committee meetings", shows, for the portion relating to 2017, the remuneration due to directors who attended the meetings of the Committees set up within the Board and the related attendance fees

• "Bonus and other incentives" includes the variable remuneration accrued during the year, for monetary incentive plans. This value corresponds to the sum of the amounts provided in Table 2 in the "Bonus for the year - payable/paid", "Bonus of previous years - payable/paid" and "Other bonuses" columns

• "Non-monetary benefits" shows, according to accrual and tax liability criteria, the value of outstanding insurance policies and the company cars assigned

• "Other remuneration" shows, for the portion attributable to 2017, any other remuneration resulting from other services provided
• "Indemnity for end of office or termination of employment relationship", shows the indemnities accrued, even if not yet paid, in favour of directors for termination of offices during the financial year in question, with reference to the financial year in which the effective termination of office occurred. Indemnities for Non-competition commitments, which are paid upon termination of office, are also indicated
• "Total" shows the sum of the amounts provided under the previous items

For a breakdown of other items, see attachment 3A, statement 7-bis and 7-ter of Consob Regulation 11971 of 14 May 1999.

Table 2 contains information on monetary incentive plans for members of the administration body and other executives with strategic responsibilities; in particular, it shows:

For the section "Bonus for the year"

• In the column "Payable/Paid", the bonus accrued for the year for the targets reached during the year and paid or payable because not subject to further conditions (known as upfront fee)
• The column "Deferred" shows the bonus dependent on the targets to be reached during the year but not payable because subject to further conditions (known as deferred bonus)

For the section "Bonus of previous years"

• The column "No longer payable" shows the sum of bonuses deferred in previous years still to be paid at the beginning of the financial year and no longer payable for failure to meet the conditions to which they are subject
• The column "Payable/Paid" shows the sum of bonuses deferred in previous years still to be paid at the beginning of the financial year and paid during the year or payable
• The column "Still deferred" shows the sum of bonuses deferred in previous years still to be paid at the beginning of the financial year and still deferred

Lastly, the column "Other bonuses" shows the bonuses for the year not explicitly included in specific ex ante defined plans.

Finally, pursuant to Article 84-quarter, paragraph four of the Consob Issuers' Regulations, Table 3 shows shareholdings in Sabaf S.p.A. held by directors and executives with strategic responsibilities, as well as their non-separated spouses and dependent children, directly or through subsidiaries, trust companies or third parties, as shown in the shareholder register, communications received and other information acquired from the same parties. This includes all persons who held office during the year, even for only part of the year. The number of shares held is shown by individual director and in aggregate form for executives with strategic responsibilities.

TAB. 1 - Remuneration paid to members of the Board of Directors and Board of Statutory Auditors and other executives with strategic responsibilities in 2017

(figures in euro)

				Fix ed	Re ion rat mu ne for	ria ble Va re mu ne uit eq	ion (n rat on ) y	No n			Fa ir V alu f e o	Ind nit em y for d o f en off ice or
d Na me an Of fic e su rn am e		f off rio d o Pe ice	iry of Ex p off ice	rem tio un era n	da att t en nc e a Co itt mm ee eti me ng s	Bo nd her ot nu s a inc ive ent s	Pro fit sh ari ng	tar mo ne y be fit ne s	Ot he r tio rem un era n	tal To	uit eq y tio rem un era n	mi tio ter na n of loy nt em p me rel ati sh ip on
Bo d f D ar o	ire to c rs
G ius ep p e Sa ler i	C ha irm an	1 De 1 Ja 3 n - 2 0 17 c	Ap l o p rov a f ina ia l st nc	f 2 0 17 ate nts me
( ) I Re rat mu ne	Sa ba f S.p ion A at	(a)		1 2 0, 0 0 0 (a)	0	0	0	0	0	1 2 0, 0 0 0	0	0
( I I ) Re mu ne	ion fro bs i d iar rat m su	ies d a f f i l iat an	es	8, 0 0 0	0	0	0	0	0	8, 0 0 0	0	0
( ) l I I I To ta				1 2 8, 0 0 0	0	0	0	0	0	1 2 8, 0 0 0	0	0
(a ) o f w hic h €	Di d 15, 000 tor as rec an	Ch € 105 000 as ,	air ma n
Et to re Sa ler i	V ice C ha irm an	1 De 1 Ja 3 n - 2 0 17 c	Ap l o p rov a f ina ia l st nc	f 2 0 17 ate nts me
( I ) Re rat mu ne	ion Sa ba f S.p A at	(a)		1 4 0, 0 0 0 (a)	0	0	0	0	0	1 4 0, 0 0 0	0	0
( I I ) Re mu ne	ion fro bs i d iar rat m su	ies d a f f i l iat an	es	8, 0 0 0	0	0	0	0	0	8, 0 0 0	0	0
( ) l I I I To ta				1 4 8, 0 0 0	0	0	0	0	0	1 4 8, 0 0 0	0	0
(a ) o f w hic h €	Di d 15, 000 tor as rec an	Vi € 125 000 as ,	Ch air ce ma n
C inz ia Sa ler i	V ice C ha irm an	Ja 1 De 1 3 n - 2 0 17 c	Ap p rov a f ina ia l st nc	l o f 2 0 17 ate nts me
( I ) Re rat mu ne	ion Sa ba f S.p A at	(a)		(a) 1 4 0, 0 0 0	0	0	0	0	0	1 4 0, 0 0 0	0	0
( I I ) Re mu ne	ion fro bs i d iar rat m su	ies d a f f i l iat an	es	0	0	0	0	0	0	0	0	0
( I I I ) To l ta				1 4 0, 0 0 0	0	0	0	0	0	1 4 0, 0 0 0	0	0

(a) of which € 15,000 as Director and €125,000 as Vice Chairman

					ion Re rat mu ne for	Va ria ble ion (n rat re mu ne on uit ) eq y		No n			Fa ir V alu f e o	Ind nit em y for d o f en off ice or
Na d me an su rn am e	Of fic e	Pe f off rio d o ice	Ex iry of p off ice	Fix ed rem tio un era n	da att t en nc e a Co itt mm ee eti me ng s	Bo nd her ot nu s a inc ive ent s	Pro fit sh ari ng	tar mo ne y be fit ne s	Ot he r tio rem un era n	To tal	uit eq y tio rem un era n	mi tio ter na n of loy nt em p me rel ati sh ip on
Ro be rta Fo in i rz an	ice C ha irm V an	1 De 1 Ja 3 n - 2 0 17 c	Ap l o p rov a f ina ia l st ate nc	f 2 0 17 nts me
( ) I Re mu ne	ion Sa ba f S.p A rat at	(a)		(a) 1 4 0, 0 0 0	0	0	0	0	0	1 4 0, 0 0 0	0	0
( ) I I Re mu ne	fro bs d ion i iar rat m su	d a f f l ies i iat an	es	0	0	0	0	0	0	0	0	0
( I I I ) To l ta				1 4 0, 0 0 0	0	0	0	0	0	1 4 0, 0 0 0	0	0
(a ) o f w hic h €	15 000 Di d € tor as rec an ,	12 000 Vi 5, as	Ch air ce ma n
l be A rto l i Ba rto	C h ie f ive Ex ut ec O f f ice r	1 Ja 27 n - Ap 2 0 17 r	Ap l o p rov a f l st ina ia ate nc	f 2 0 17 nts me
( I ) Re mu ne	ion Sa ba f S.p A rat at	(a)		0	0	0	0	0	0	0	0	2 9 0, 0 0 0 (a)
( ) I I Re mu ne	ion fro bs i d iar rat m su	ies d a f f i l iat an	es	0	0	0	0	0	0	0	0	0
( I I I ) To l ta				0	0	0	0	0	0	0	0	2 9 0, 0 0 0
(a ) re atio mu ner	d u n t n a ccr ue po erm	f o ffic ina tio n o	e ( No titi n-c om pe on	nt) aid Ag in ree me , p	thr : 20 17, ee ye ars	20 18, 20 19
P iet Iot i t ro	C h ie f ive Ex ut ec O f f ice r	1 1 De 2 Se 3 t - 2 0 17 c	Ap l o p rov a f l st ina ia nc	f 2 0 17 ate nts me
( I ) Re mu ne	ion Sa ba f S.p A. rat at	(a) ( b)		9 3, 0 (a) 7 7	0	8 3, 3 3 3 (b)	0	6, 6 7 5	0	1 8 3, 17 5	0	0
( ) I I Re mu ne	ion fro bs i d iar rat m su	ies d a f f i l iat an	es	0	0	0	0	0	0	0	0	0
( ) l I I I To ta				9 3, 0 7 7	0	8 3, 3 3 3	0	6, 7 6 5	0	1 8 3, 17 5	0	0
(a ) o f w hic h € ( b) of w hic h €	d € 10 000 Di tor as rec an , 50 000 bo try as en nu s a ,	s G 83 07 7 a , nd € 33, 000 pa	ral M ene ana ge r id a b rat on a p ro	asi s

					ion Re rat mu ne	ria ble Va re mu ne uit eq	ion (n rat on ) y					Ind nit em y for d o f en
Na d me an su rn am e	Of fic e	Pe f off rio d o ice	Ex iry of p off ice	Fix ed rem tio un era n	for da att t en nc e a Co itt mm ee eti me ng s	Bo nd her ot nu s a inc ive ent s	Pro fit sh ari ng	No n tar mo ne y be fit ne s	Ot he r tio rem un era n	tal To	Fa ir V alu f e o uit eq y tio rem un era n	off ice or mi tio ter na n of loy nt em me p rel ati sh ip on
G ian luc a Be h i sc	D ire cto r	1 De 1 Ja 3 n - 2 0 17 c	Ap l o p rov a f ina ia l st nc	f 2 0 17 ate nts me
( I ) Re ion rat mu ne	Sa ba f S.p A. at	(a) ( b)		25 9, 3 15 (a)	0	1 0 8, 6 0 2 (b)	0	1 2, 9 2 9	0	3 8 0, 8 4 6	0	0
( I ) Re ion rat mu ne	fro bs i d iar m su	ies d a f f i l iat an	es	4 3, 0 0 0	0	0	0	0	0	4 3, 0 0 0	0	0
( ) l I I I To ta				3 0 2, 3 15	0	1 0 8, 6 0 2	0	1 2, 9 2 9	0	4 2 3, 8 4 6	0	0
(a ) o f w hic h € 15 000 ,	di € 1 tor as rec ,	Ch ief 00, 000 as	Ex tiv e O ffic ecu	ad int eri d € 1 44, er m, an	Ad mi nis 315 as	tio Fin nd tra n, anc e a	Co ol Dir ntr ect	or
( b) tio rem un era n a	d in th ccr ue e y ear	wi th ref ere nce	th BO e 2 01 7 M to	lan d L -te p an ong rm	tiv lan – f In e P cen	det ails lea ref or , p se	wh at i s sh to er	n in b. Ta 2 ow
Re to na Ca de mo ca	D ire cto r	Ja 1 3 1 n - De 2 0 17 c	Ap l o p rov a f ina ia l st nc	f 2 0 17 ate nts me
( ) ion I Re rat mu ne	Sa ba f S.p A. at	(a) ( b)		(a) 2 4, 0 0 0	(b) 27 0 0 0 ,	0	0	0	0	5 1, 0 0 0	0	0
( I I ) Re ion rat mu ne	fro bs i d iar m su	ies d a f f i l iat an	es	0	0	0	0	0	0	0	0	0
( I I I ) To l ta				2 4, 0 0 0	27 0 0 0 ,	0	0	0	0	5 1, 0 0 0	0	0
(a ) o f w hic h € 15 000 ,	di d € tor as rec an	in bo ard 9, 000	ing eet at ten m	dan fee ce s
( b) of w hic h € 20 000 ,	be as a m em r o	f th l C e I nte rna	l an d R isk tro on	Co itte nd th e R mm e a em	tio nd No un era n a	mi ion Co itte nat mm	e ( i.e. € 1 0, 000 ,	ch) d € ea an	in Co itte 7, 000 mm	ing eet e m	dan fee at ten ce s
G ius ep p e Ca l l i va	ire D cto r	1 De 1 Ja 3 n - 2 0 17 c	Ap l o p rov a f ina ia l st nc	f 2 0 17 ate nts me
( I ) Re ion rat mu ne	Sa ba f S.p A. at	(a) ( b)		(a) 2 3, 0 0 0	(b) 27 0 0 0 ,	0	0	0	0	5 0, 0 0 0	0	0
( ) I I Re ion rat mu ne	fro bs d i iar m su	d a f f l ies i iat an	es	0	0	0	0	0	0	0	0	0
( I I I ) To l ta				2 3, 0 0 0	27 0 0 0 ,	0	0	0	0	0, 0 0 0 5	0	0
(a ) o f w hic h € 15 000 ,	di d € tor as rec an	8, 000 in bo ard	ing eet at ten m	dan fee ce s
( b) of w hic h € 20 000 ,	be as a m em r o	f th e I l C nte rna	l an d R isk tro on	Co itte nd th e R mm e a em	tio nd No un era n a	mi ion Co itte nat mm	e ( i.e. € 1 0, 000 ,	ch) d € ea an	000 in Co itte 7, mm	ing eet e m	dan fee at ten ce s

					Re ion rat mu ne	ria ble Va re mu uit eq	ion (n rat ne on ) y				Fa ir V alu f e o	Ind nit em y for d o f en
d Na me an su rn am e	Of fic e	f off rio d o Pe ice	iry of Ex p off ice	Fix ed rem tio un era n	for da att t en nc e a Co itt mm ee eti me ng s	nd her Bo ot nu s a inc ive ent s	fit Pro sh ari ng	No n tar mo ne y be fit ne s	Ot he r tio rem un era n	To tal	uit eq y tio rem un era n	off ice or mi tio ter na n of loy nt em p me rel ati sh ip on
Fa to us Ga do i n r	D ire cto r	1 De 1 Ja 3 n - 2 0 17 c	Ap l o p rov a f ina ia l st nc	f 2 0 17 ate nts me
( I ) Re ion rat mu ne	Sa ba f S.p A. at	(a) ( b)		(a) 2 4, 0 0 0	(b) 15 0 0 0 ,	0	0	0	0	3 9, 0 0 0	0	0
( ) ion I I Re rat mu ne	fro bs i d iar m su	ies d a f f i l iat an	es	0	0	0	0	0	0	0	0	0
( I I I ) To l ta				2 4, 0 0 0	15 0 0 0 ,	0	0	0	0	3 9, 0 0 0	0	0
(a ) o f w hic h € 15 000 , ( b) of w hic h € 10 000 ,	di d € tor as rec an be as a m em r o	bo ard 9, 000 in f th e R em un era	ing eet at ten m tio nd No mi nat n a	dan fee ce s ion Co itte nd € mm e a	5, 000 in Co itte mm	ing dan eet at ten e m	fee ce s
ic la N P icc h i	D ire cto r	1 De 1 Ja 3 n - 2 0 17 c	l o Ap p rov a f ina ia l st nc	f 2 0 17 ate nts me
( I ) Re ion rat mu ne	Sa ba f S.p A. at	(a) ( b) ( c)		2 2, 0 0 0 (a)	1 4, 0 0 0 (b)	0	0	0	15 0 0 0 (c) ,	5 1, 0 0 0	0	0
( I I ) Re ion rat mu ne	fro bs i d iar m su	ies d a f f i l iat an	(c) es	0	0	0	0	0	(c) 5, 0 0 0	5, 0 0 0	0	0
( ) l I I I To ta				2 2, 0 0 0	1 4, 0 0 0	0	0	0	2 0, 0 0 0	5 6, 0 0 0	0	0
(a ) o f w hic h € 15 000 ,	di d € tor as rec an	in bo ard 7, 000	ing eet at ten m	dan fee ce s
( b) of w hic h € 10 000 ,	be as a m em r o	f th e I l C nte rna	l an d R isk Co tro on	itte nd € 4, 000 mm e a	in Co itte mm e m	ing dan fee eet at ten ce	s
(c ) o f w hic h € 15 000 ,	ber of th as m em	e S aba f S A. .p.	Sup iso Bo erv ry	dy and € 5, 000 as m em	be f th e S r o up erv	iso Bo dy of the ry su	bsi dia Fa rin ry go	si H ing S.r es	.l.
An na Pe do l i n	D ire cto r	1 De 1 Ja 3 n - 2 0 17 c	l o Ap a p rov f ina ia l st nc	f 2 0 17 ate nts me
( ) I Re ion rat mu ne	Sa ba f S.p A at	(a)		2 3, 0 0 0 (a)	0	0	0	0	0	2 3, 0 0 0	0	0
( I I ) Re ion rat mu ne	fro bs i d iar m su	ies d a f f i l iat an	es	0	0	0	0	0	0	0	0	0
( ) l I I I To ta				2 3, 0 0 0	0	0	0	0	0	2 3, 0 0 0	0	0
(a ) o f w hic h € 15 000 ,	di d € tor as rec an	in bo ard 8, 000	ing eet at ten m	dan fee ce s

					Re ion rat mu ne for	Va ria ble re mu ne uit eq y	ion (n rat on )	No n			ir V alu f Fa e o	Ind nit em y for d o f en off ice or
d Na me an su e rn am	Of fic e	f off rio d o Pe ice	iry of Ex p off ice	Fix ed rem tio era un n	da att t en nc e a Co itt ee mm eti me ng s	nd her Bo ot nu s a inc ive ent s	fit Pro sh ari ng	tar mo ne y be fit ne s	Ot he r tio rem era un n	To tal	uit eq y tio rem era un n	mi tio ter na n of loy nt em p me rel ati sh ip on
les dr A sa n o Po à te st	D ire cto r	Ap 2 8 r - De 3 1 c 2 0 17	Ap l o p rov a f l st ina ia ate nc	f 2 0 17 nts me
( ) I Re ion rat mu ne	Sa ba f S.p A at	(a)		2 1, 0 0 0 (a)	0	0	0	0	0	2 1, 0 0 0	0	0
( I I ) Re ion rat mu ne	fro bs i d iar m su	ies d a f f i l iat an	es	0	0	0	0	0	0	0	0	0
( I I I ) To l ta (a ) o f w hic h € 15, 000	di d € tor as rec an	in bo ard 6, 000	ing eet at ten m	2 1, 0 0 0 dan fee ce s	0	0	0	0	0	2 1, 0 0 0	0	0
Bo d f S ta ar o Au d i to rs	tu to ry
An io to n in Pa t ss an o	C ha irm an	1 De 1 Ja 3 n - 2 0 17 c	Ap l o f p rov a f ina ia l st ate nc	2 0 17 nts me
( I ) Re ion rat mu ne	Sa ba f S.p A. at			2 4, 0 0 0	0	0	0	0	0	2 4, 0 0 0	0	0
( ) I I Re ion rat mu ne	fro bs d i iar m su	d a f f l ies i iat an	es	0	0	0	0	0	0	0	0	0
( I I I ) To l ta				2 4, 0 0 0	0	0	0	0	0	2 4, 0 0 0	0	0
Lu isa An lm i se	C ha irm an	Ja 1 De 1 3 n - 2 0 17 c	Ap l o f p rov a f ina ia l st ate nc	2 0 17 nts me
( ) ion Sa ba f S.p A. I Re 1 6, rat at mu ne					0	0	0	0	0	1 6, 0 0 0	0	0
( ) fro bs d d a f f l I I Re ion i iar ies i iat rat mu ne m su an es				0	0	0	0	0	0	0	0	0
( I I I ) To l ta				1 6, 0 0 0	0	0	0	0	0	1 6, 0 0 0	0	0

					ion Re rat mu ne for	Va ria ble ion (n rat re ne on mu uit ) eq y		No n			ir V alu f Fa e o	Ind nit em y for d o f en off ice or
Na d me an su rn am e	Of fic e	Pe f off rio d o ice	Ex iry of p off ice	Fix ed rem tio un era n	da att t en nc e a Co itt mm ee eti me ng s	Bo nd her ot s a nu inc ive ent s	Pro fit sh ari ng	tar mo ne y be fit ne s	Ot he r tio rem un era n	To tal	uit eq y tio rem un era n	mi tio ter na n of loy nt em p me rel ati sh ip on
En ico r Br l i o	S tat ut or y Au d ito r	1 Ja 3 1 n - De 2 0 17 c	Ap l o p rov a f ina ia l st ate nc	f 2 0 17 nts me
( I ) Re rat mu ne	ion Sa ba f S.p A. at			1 6, 0 0 0	0	0	0	0	0	1 6, 0 0 0	0	0
( ) I I Re rat mu ne	fro bs d ion i iar m su	0	0	0	0	0	0	0	0	0
( I I I ) To l ta				1 6, 0 0 0	0	0	0	0	0	1 6, 0 0 0	0	0
O he t r e xe cu	iv i h t t es s w	ic tr te a g re	i b i l i t sp on s	ie s
O he ive t t r e xe cu ic str ate g re sp	it h s w i b i l it ies ( ) 3 on s	1 Ja 3 1 n - De 2 0 17 c	N / A
( I ) Re rat mu ne	ion Sa ba f S.p A. at	(b)		3 8 4, 6 2 4	0	(a) 1 4 8, 6 1 9	0	3 9, 0 2 4	0	5 7 2, 2 6 7	0	0
( I I ) Re rat mu ne	ion fro bs i d iar m su	ies d a f f i l iat an	es	9 6, 5 0 0	0	0	0	0	0	9 6, 5 0 0	0	0
( ) l I I I To ta				4 8 1, 1 2 4	0	1 4 8, 6 1 9	0	3 9, 0 2 4	0	6 6 8, 7 6 7	0	0

(b) remuneration accrued in the year with reference to the 2017 MBO plan and Long-term Incentive Plan – for details, please refer to what is shown in Tab. 2

TAB. 2 - Monetary incentive plans for members of the administration body and other executives with strategic responsibilities (figures in euro)

				Bo for he t nu s	y ea r	Bo f p iou nu s o rev s y ea rs
d Na me an su rn am e	O f f ice	P lan	b le Pa / Pa y a i d	De fer d re	fer De nt me io d p er	lon No g er b le p ay a	b le Pa / Pa y a i d	l de S i l t fer d re	O he t r bo nu se s
P iet Iot i t ro	C h ie f ive Ex ut ec O f f ice r
Re ion rat at mu ne	Sa ba f S.p A.	M B O P lan 2 0 17 ( Au ) 2 0 17 t g us	3 3, 0 0 0	0	-	-	-	-	0
To l ta			3 3, 0 0 0	0	-	0	0	0	0
G ian luc a Be h i sc	Ex ive D ire ut cto ec r
ion Re rat at mu ne	Sa ba f S.p A.	M B O P lan 2 0 1 6 ( Ma h 2 0 1 6 ) rc	-	-	-	0	0	0	0
Re ion rat at mu ne	Sa ba f S.p A.	O lan 2 0 17 M B P ( Ma h ) 2 0 17 rc	0	3 6, 1 2 8	% h 7 5 Ma 1 8 rc % De be 25 1 8 ce m r	-	-	-	0
Re ion rat at mu ne	Sa ba f S.p A.	T hre L T I 2 0 15 e-y ea r - 2 0 17 ( Au 2 0 15 ) t g us	7 2, 47 4	0	-	-	-	-	0
l To ta			7 2, 4 7 4	3 6, 1 2 8	-	0	0	0	0
O he ive t t r e xe cu i b i l it ies re sp on s	it h s ic tra teg s w ( 3 )
ion Re rat at mu ne	Sa ba f S.p A.	2 0 1 6 M B O P lan ( h ) Ma 2 0 1 6 rc	-	-	-	0	3 3, 0 5 0	0	0
Re ion rat at mu ne	Sa ba f S.p A.	M B O P lan 2 0 17 ( Ma h 2 0 17 ) rc	0	8 6, 4 6 2	% Ma h 7 5 1 8 rc 25 % De be 1 8 ce m r	-	-	-	0
Re ion rat at mu ne	Sa ba f S.p A.	hre T L T I 2 0 15 e-y ea r - 2 0 17 ( Au ) 2 0 15 t g us	6 2, 15 7	0	-	-	-	-	0
l To ta			6 2, 1 5 7	8 6, 4 6 2	-	0	3 3, 0 5 0	0	0

Su d Na rn am e a n me	O f f ice	Ty f Ow h ip p e o ne rs	In Co ste ve e mp an y	No ha he l d . s re s	No ha . s re s ire d ac q u	No ha . s re s l d so	No ha he l d . s re s
				De at 3 1 2 0 1 6 as c			De at 3 1 2 0 1 7 as c
Sa ler i G ius ep e p	C ha irm an	In d ire hro h t he ct t ug bs i d iar su y G ius Sa ler i S.a A. ep p e .p.	Sa ba f S.p A.	3, 5 4 3, 3 1 3	-	7 7 7, 0 0 0	2, 7 6 6, 3 1 3
Ro be Fo in i rta rza n	V ice C ha irm an	D ire ct	Sa ba f S.p A.	1, 9 7 1	-	1, 9 7 1	0
l i A l be (a) Ba	C h ie f Ex ive O f f ice ut ec r ho l d f f ice i l 27	D ire ct	Sa ba f S.p A.	0 0 7, 5	-	-	0 0 (a) 7, 5
rto rto	( ing t o un i l ) Ap 2 0 17 r	d ire hro h s In ct t ug p ou se	Sa ba f S.p A.	1, 0 0 0	-	-	(a) 1, 0 0 0
Iot i P iet t ro	C h ie f Ex ive O f f ice ut ec r ( In f f ice fro 1 o m Au 2 0 17 ) t g us	D ire ct	Sa ba f S.p A.	0	1 0, 0 0 0	-	1 0, 0 0 0
Ca l l G i ius va ep p e	de de In D ire nt cto p en r	d hro h s In ire ct t ug p ou se	Sa ba f S.p A.	5, 0 0 0	-	-	5, 0 0 0
An Pe do l i na n	D ire cto r	D ire ct	Sa ba f S.p A.	45 0, 0 0 0	-	3 3 0 0 7, 5	1 1 2, 0 0 5
ive it h Ex ut ec s w ic i b i l it ies str ate g res p on s ( ) 3	-	ire D ct	Sa ba f S.p A.	4, 3 0 0	-	4, 3 0 0	0

TAB. 3 - Shareholdings of members of the administration and control bodies and other executives with strategic responsibilities

(a) data updated to 27 April 2017, date of termination of office