Sabaf

Remuneration Information • Apr 9, 2024

SABAF S.p.A.

2024 STOCK GRANT PLAN

Information Document prepared pursuant to Article 114-bis of Legislative Decree no. 58 of ò24 February 1998, of Article 84-bis of Consob resolution no. 11971/99

Ospitaletto (BS), 19 March 2024

LIST OF DEFINITIONS

For the purposes of this information document, the terms and expressions listed below have the meaning indicated below for each of them:

"Chief Executive Officer"	The subject who will be appointed chief
	executive officer of the Company by its
	competent bodies for the three-year
	period from 2024 to 2026, expiring on the
	date of approval of the financial
	statements for the 2026 financial year.
"Assignment"	The free assignment of the Options to
	each Beneficiary decided by the Board of
	Directors.
"Shareholders' Meeting"	The Shareholders' Meeting of the
	Company.
"Allocation"	The determination of the Board of
	Directors, after verifying the occurrence
	of the conditions set out in the Plan, of the
	total number of Shares that each
	Beneficiary will receive free of charge at
	the end of the Vesting Period.
"Shares"	The ordinary shares of the Company,
	listed on the MTA (Electronic Stock
	Market) organised and managed by Borsa
	Italiana S.p.A., with a nominal value of
	€1.00 per share.
"Beneficiaries"	All the beneficiaries of the Plan, pursuant
	to paragraph 1 of the Information
	Document.
"Bonus"	The bonus that will be paid to each
	Beneficiary under the Plan upon
	achievement of the Performance Targets.

"Change of Control"	The change of control of the Company
	pursuant to the regulations in force.
"Adjusted Invested Capital"	The invested capital as identified in the
	Group's consolidated reclassified balance
	sheet at 31 December 2026, excluding the
	effects of applying IAS 29
	(hyperinflation).
"CFO"	The manager who holds the position of
	CFO of the Company.
"Code"	The Corporate Governance Code of
	Listed Companies approved by the
	Corporate Governance Committee of
	Borsa Italiana S.p.A. in January 2020.
"Board of Statutory Auditors"	The Company's pro tempore Board of
	Statutory Auditors.
"Remuneration and Nomination Committee"	The Committee set up by the Company,
	also in implementation of the
	recommendations contained in the Code,
	with advisory and proposal functions
	regarding the remuneration of the
	members of the Board of Directors and of
	the Executives with strategic
	responsibilities.
"Delivery"	The payment of the Shares to each of the
	Beneficiaries of the Plan following the
	Allocation approved by the Board of
	Directors.
"Board of Directors"	The pro tempore Board of Directors of the
	Company, possibly also through one or
	more of its members specifically
	delegated for this purpose.

"Assignment Date"	The date on which the Board of Directors
	will approve the number of Options to be
	assigned to each Beneficiary.
"Allocation Date"	The date on which the Board of Directors,
	after checking that the conditions of the
	Plan have been met, will resolve on the
	number of Shares to be allocated to each
	Beneficiary and will arrange for the
	communication of the Allocation of
	Shares to be sent to each Beneficiary.
"Executives with strategic responsibilities"	The subjects who, directly or indirectly,
	have the power and the responsibility to
	plan, manage and control the Company's
	activities.
"Options"	The options assigned to the Beneficiaries
	to receive the Shares free of charge in
	accordance with the Plan.
"Information Document"	This information document relating to the
	Plan, prepared pursuant to Article 114-bis
	of the TUF and of Article 84-bis of the
	Issuers' Regulations.
"Adjusted EBIT"	The net operating margin as identified in
	the Group's consolidated income
	statement at 31 December 2026,
	excluding the effects of applying IAS 29
	(hyperinflation).
"Adjusted EBITDA"	The gross operating margin as identified
	in the Group's consolidated income
	statement at 31 December 2026,
	excluding the effects of applying IAS 29
	(hyperinflation).

"Good Leaver"	The consensual termination of the
	Relationship, resignation for just cause,
	dismissal by the Board of Directors
	without just cause, dismissal for objective
	reasons, retirement, death or physical
	impediment preventing working activity
	for a period of not less than 6 months.
"Group"	The company Sabaf S.p.A. and the
	Subsidiary Companies.
"Replacement Amount"	It has the meaning set out in paragraph
	4.1.
"Letter of Assignment"	The letter informing the Beneficiaries of
	their participation in the Plan, which
	contains the number of Options assigned
	and the Performance Targets to which the
	Allocation of Shares is subject.
"Malus and Clawback"	Ex-post correction mechanisms that
	envisage downward adjustments to the
	number of Shares to be allocated or
	allocated to the Beneficiary, in
	accordance with the Company's
	Remuneration Policy.
"Performance Targets" / "KPI"	Financial Performance Targets and non
	financial Performance Targets in the
	Plan.
"Financial Performance targets"	Adjusted EBITDA and Adjusted ROI.
"Non-financial Performance targets"	The social and environmental
	sustainability targets envisaged by the
	Plan.
"Lock-up Period"	The period of time following the Delivery
	during which the Beneficiaries will not be
	able to dispose of part of the allocated
	Shares.

"Vesting Period"	The period between the Assignment of
	Options and the Allocation of Shares.
"Reference Period"	The three-year period from 2024 to 2026
	with regard to which to calculate and
	check the Performance Targets.
"Business Plan"	The business plan approved by the Board
	of Directors on 19 March 2024, as may be
	amended or supplemented subsequently.
"Plan"	The draft long-term remuneration plan
	described in the Information Document.
"Remuneration Policy"	The remuneration policy and
	remuneration paid for members of the
	board of directors, general managers and
	Executives with strategic responsibilities
	approved by the Board of Directors of 19
	March 2024 and that will be submitted to
	the Shareholders' meeting of 8 May 2024
	for approval pursuant to Article 123-ter
	of the TUF.
"Reference Price"	It has the meaning specified in paragraph
	4.1.
"RAL"	Fixed gross annual remuneration, as also
	defined and detailed in the Remuneration
	Policy.
"Relationship"	The employment and/or collaboration
	and/or administration relationship
	between the Beneficiary and the
	Company or a Subsidiary.
"Issuers' Regulations"	Consob Regulation no. 11971, approved
	with resolution of 14 May 1999 as
	amended and supplemented.

"Regulation"	The regulation defining the criteria,
	terms, characteristics, conditions and
	methods for implementing the Plan.
"Adjusted ROI"	The indicator that measures the
	profitability of the Group's ordinary
	operations, in relation to the invested
	capital, and is expressed as the ratio of
	Adjusted EBIT to total Adjusted Invested
	Capital.
"Subsidiary Companies"	The Italian and/or foreign companies
	controlled by the Company pursuant to
	Article 2359 of the Italian Civil Code.
"Company"	Sabaf S.p.A., with registered office in
	Ospitaletto (BS), via Dei Carpini n. 1.
"TUF"	Legislative decree no. 58 of 24 February
	1998 as amended and supplemented.

INTRODUCTION

The Information Document was prepared in compliance with the provisions of Article 84-bis of the Issuers' Regulations, in order to provide the Shareholders' Meeting with the information necessary to approve the Plan, which falls within the definition of a relevant plan pursuant to Article 84-bis paragraph 2 of the Issuers' Regulations.

The Plan is consistent with the provisions of the TUF, the Issuers' Regulations, the Code, as well as the Remuneration Policy.

1. THE BENEFICIARIES

The Plan is intended for persons who hold or will hold key positions in the Company and/or its Subsidiaries, with reference to the implementation of the contents and the achievement of the objectives of the Business Plan.

The Beneficiaries are identified in the Plan, Chief Executive Officer and CFO, or will be identified by the Board of Directors after obtaining the opinion of the Remuneration and Nomination Committee - as specified in paragraphs 1.1 to 1.4 below and on the basis of the objectives set out in paragraph 2.1. – among the members of the Board of Directors and/or among the Executives with strategic responsibilities. More specifically, without prejudice to the competence to identify the Board of Directors:

• in case of the Chief Executive Officer and/or Executives with strategic responsibilities, the identification was made or will be made at the specific suggestion of the Remuneration and Nomination Committee. In the cases envisaged by Article 2389, paragraph 3 of the Italian Civil Code, the opinion of the Board of Statutory Auditors will be obtained;
• Other beneficiaries may be identified at the suggestion of the Chief Executive Officer, from among the managers who report directly to him or who report to the abovementioned managers and who hold or will hold key positions in the implementation of the Business Plan.

1.1. THE NAMES OF THE BENEFICIARIES WHO ARE MEMBERS OF THE BOARD OF DIRECTORS OR THE MANAGEMENT BOARD OF THE ISSUER OF THE FINANCIAL INSTRUMENTS, OF THE COMPANIES CONTROLLING THE ISSUER AND OF THE COMPANIES DIRECTLY OR INDIRECTLY CONTROLLED BY THE ISSUER.

As at the date of preparation of this Information Document, it should be noted that among the Beneficiaries of the Plan already identified, at the suggestion of the Remuneration and

Nomination Committee, only the Chief Executive Officer and the CFO also hold the position of director of the Company.

Therefore, the names of any further Beneficiaries required pursuant to this paragraph 1.1. will be communicated at a later date, pursuant to Article 84-bis paragraph 5 of the Issuers' Regulations.

1.2. THE CATEGORIES OF EMPLOYEES OR COLLABORATORS OF THE ISSUER OF THE FINANCIAL INSTRUMENTS AND OF THE COMPANIES CONTROLLING OR CONTROLLED BY THIS ISSUER.

The managers of the Company and/or its Subsidiaries, who hold or will hold key positions within the Company and/or its Subsidiaries, with reference to the implementation of the contents and achievement of the objectives of the Business Plan.

1.3. THE NAMES OF THE BENEFICIARIES OF THE PLAN BELONGING TO THE GROUPS INDICATED IN POINT 1.3., LETTERS A), B), C) OF ANNEX 3, DIAGRAM 7, OF THE ISSUERS' REGULATIONS.

At the date of preparation of this Information Document, no information was available on Beneficiaries, other than those indicated in paragraph 1.1., whose name is required pursuant to this paragraph 1.3. .

Information regarding the names of any other Beneficiaries, if they fall within the figures referred to in this paragraph 1.3, will be communicated at a later date, pursuant to Article 84 bis paragraph 5 of the Issuers' Regulations.

1.4. DESCRIPTION AND INDICATION OF THE NUMBER OF BENEFICIARIES OF THE PLAN, SEPARATED BY THE CATEGORIES INDICATED IN POINT 1.4, LETTERS A), B), C) AND D) OF ANNEX 3A, DIAGRAM 7, OF THE ISSUERS' REGULATIONS.

The Beneficiaries will be identified as described above.

The detailed information required by paragraph 1.4 of Diagram 7 of Annex 3A to the Issuers' Regulations will be provided by the methods and within the terms set out in Article 84-bis paragraph 5 of the Issuers' Regulations.

2. REASONS BEHIND THE ADOPTION OF THE PLAN

2.1. OBJECTIVES OF THE PLAN

The Plan aims to promote and pursue, above all, the following objectives:

• a) involve and encourage the Beneficiaries whose activities are considered relevant for the implementation of the contents and the achievement of the objectives set out in the Business Plan;
• b) foster loyalty development and motivation of managers, increasing their entrepreneurial approach.

The adoption of the Plan also aims to align the interests of the management and those of the shareholders of the Company more closely.

In defining the characteristics and terms of the Plan, the contents and objectives of the Business Plan were taken into account, with the final aim of promoting the sustainable success of the Company and the Group and achieving certain levels of growth and development at the end of the 2026 financial year, as well as the Group's sustainability targets.

The Plan proposed to the Shareholders' Meeting covers the three-year period from 2024 to 2026 and establishes that, for the purposes of the payment of the Bonus, the Allocation of Shares is conditional on the achievement of Performance Targets during the three-year period from 2024 to 2026, based on the forecasts of the Business Plan and on the Group's sustainability targets.

The Plan is one of the instruments used to integrate, through variable elements related to financial and non-financial targets, the monetary component of the remuneration package of strategic resources, in accordance with best market practices and in compliance with the Company's Remuneration Policy.

2.2. KEY VARIABLES AND PERFORMANCE INDICATORS

The Plan sets out the conditions under which a Bonus is paid to the beneficiaries upon full or partial achievement of the Performance Targets, some of which are financial and some of which are non-financial.

The Plan provides for the recognition of financial instruments, consisting of Shares, according to the structure better defined in paragraph 4.1.

With regard to the Share component, the Assignment of Options is envisaged according to the criteria set forth in paragraph 2.3. .

The Assignment Date will ordinarily be by 30 June 2024.

The Allocation of Shares is subject to the achievement of partly financial and partly nonfinancial Performance Targets.

All Performance Targets concern the Group and are benchmarked against the Business Plan forecasts.

The Performance Targets will be measured with regard to the three-year Reference Period from 2024 to 2026.

The Financial Performance Targets, consisting of Adjusted EBITDA and Adjusted ROI, have an overall weighting of 80% of the Options assigned to each Beneficiary, distributed as follows:

a) Adjusted EBITDA, with a weighting of 45% of the Options assigned to each Beneficiary;

b) Adjusted ROI, with a weighting of 35% of the Options assigned to each Beneficiary.

The non-financial Performance Targets have an overall weighting of 20% of the Options assigned to each Beneficiary and consist of:

• a) a training and growth target, with a weighting of 5%, aimed at the social sustainability of the Group's activities and the enhancement of internal skills;
• b) an occupational safety target, with a weighting of 5%, aimed at the social sustainability of the Group's activities and at protecting the health of its employees;
• c) an environmental target, with a weighting of 10%, aimed at environmental sustainability with a view to reducing CO2 emissions.

The specific Performance Targets will be concretely determined, with regard to the Reference Period, by the Board of Directors, on the basis of the Business Plan and the Group's sustainability targets.

The Board of Directors has the power to change the Performance Targets in the presence of extraordinary and/or unforeseen situations or circumstances that may significantly affect the Group's results and/or scope of activities. Such situations and circumstances include, but are not limited to, mergers, demergers, acquisitions, disposals, extraordinary health or social events.

The Vesting Period is expected to end in the 2027 financial year.

The Allocation Date will follow the approval of the financial statements for the 2026 financial year and within 30 days of such approval. At the same time as the Allocation, the number of Shares to be allocated free of charge to each Beneficiary will be verified and determined on the basis of the achievement of the Performance Targets.

The Allocation of the Shares is not subject to different conditions for the various potential Beneficiaries of the Plan.

There is a Lock-up Period for the Shares, as specified in paragraph 4.5.

2.3. METHODS FOR DETERMINING THE NUMBER OF OPTIONS TO BE ASSIGNED

The Assignment to the Beneficiaries will be carried out by the Board of Directors in compliance with the maximum number of Options indicated in paragraph 4.4.

In determining the number of Options to be assigned to each Beneficiary, the Board of Directors will take mainly into account the importance of the position held by the Beneficiary, in particular in relation to the targets set out in the Business Plan and the sustainability targets and in accordance with the Remuneration Policy and the payout, if any, envisaged in the latter. The details of the Performance Targets will be communicated to each Beneficiary in the Letter of Assignment, which must be signed by the Beneficiary for acceptance within 10 days of receipt, under penalty of loss of its effectiveness and, therefore, of exclusion of the Beneficiary from participating in the Plan.

The Plan already provides for the Assignment of:

• 63,000 (sixty-three thousand) Options to the Chief Executive Officer;
• 30,000 (thirty thousand) Options to the CFO.

It should be noted that the number of Options assigned to the Chief Executive Officer and CFO was determined by taking into account a potential pay-out of 34% and 29% of the total remuneration, respectively, in accordance with the remuneration policy.

It should also be noted that the Remuneration Policy provides for a number of options to be granted to executives with strategic responsibilities, representing an average pay-out of 27% of total remuneration.

2.4. REASONS BEHIND THE DECISION TO ASSIGN FEE PLANS BASED ON FINANCIAL INSTRUMENTS NOT ISSUED BY THE COMPANY

Not applicable in that the Plan is based exclusively on financial instruments issued by the Company.

2.5. EVALUATIONS REGARDING SIGNIFICANT TAX AND ACCOUNTING IMPLICATIONS

The preparation of the Plan was not affected by significant tax or accounting evaluations.

2.6. POSSIBLE SUPPORT OF THE PLAN BY THE SPECIAL FUND FOR THE ENCOURAGEMENT OF EMPLOYEE PARTICIPATION IN ENTERPRISES, AS PER ARTICLE 4, PARAGRAPH 112, OF ITALIAN LAW NO. 350 OF 24 DECEMBER 2003

Not applicable in that the Plan does not receive any support from the Special fund for the encouragement of employee participation in enterprises, as per Article 4, paragraph 112, of Italian Law no. 350 of 24 December 2003.

3. APPROVAL PROCEDURE AND TIMING FOR THE ASSIGNMENT OF THE INSTRUMENTS

3.1. POWERS AND FUNCTIONS DELEGATED BY THE SHAREHOLDERS' MEETING TO THE BOARD OF DIRECTORS FOR THE IMPLEMENTATION OF THE PLAN

On 19 March 2024, the Board of Directors decided to submit the Plan for approval to the Shareholders' Meeting of 8 May 2024.

The same Shareholders' Meeting will also be asked to grant the Board of Directors - with the right to sub-delegate and after obtaining the opinion of the Remuneration and Nomination Committee - all the broadest powers to implement the Plan and, in particular, to:

• (i) identify by name the Beneficiaries, if not already identified;
• (ii) determine the number of Options to be assigned to each Beneficiary, if this has not already been determined;
• (iii) assign the Options;
• (iv) establish Performance Targets and check their achievement;
• (v) approve the Allocation of Shares;
• (vi) prepare and approve the documents related to the implementation of the Plan, including the Regulations, as well as carry out any obligation, formality or communication that is necessary or appropriate for the purposes of the management and/or implementation of the Plan, in compliance with the terms and conditions described in the Information Document;
• (vii) modify the Plan, as indicated in paragraph 3.3 below. .

Decisions regarding the Chief Executive Officer and/or Executives with strategic responsibilities will be taken at the suggestion of the Remuneration and Nomination Committee. In the cases envisaged by Article 2389, paragraph 3 of the Italian Civil Code, the opinion of the Board of Statutory Auditors will be obtained.

3.2. SUBJECTS IN CHARGE OF MANAGING THE PLAN

The subject in charge of managing the Plan is the Board of Directors. The Board of Directors, in exercising the powers granted by the Shareholders' Meeting, may delegate its powers, tasks and responsibilities with regard to the implementation, management and administration of the Plan to its members.

3.3. EXISTING PROCEDURES FOR REVISING THE PLAN

The Board of Directors, also in consideration of events occurred, will have the right to make all the amendments and/or additions to the Plan that are deemed necessary and/or appropriate, in order to keep the objectives of the Plan as unchanged as possible. In particular, this right may be exercised when one or more of the following operations are carried out:

• (i) increase in the share capital of the Company, either free of charge or against payment;
• (ii) reduction of the Company's share capital;
• (iii) merger and/or demerger of the Company;
• (iv) splitting and reverse splitting of Shares;
• (v) extraordinary distributions of dividends to Shares;

(vi) amendments to laws or regulations that could affect the Options, the Shares, the Plan. In the event of delisting or Change of Control, the Board of Directors may decide to allocate the Shares to the Beneficiaries in advance of the terms of the Plan. In such cases, the Board of Directors may define the procedures and terms for the allocation of the Shares, also by amending the Plan.

3.4. PROCEDURES FOR DETERMINING THE AVAILABILITY AND ALLOCATION OF SHARES

The allocated Shares will be made available exclusively using the Company's treasury shares. To this end, the Board of Directors of 19 March 2024 resolved to propose to the Shareholders' Meeting that the Board of Directors be authorised to:

• sell the portfolio treasury shares or, according to its choice, purchase other treasury shares;
• sell the aforementioned shares to service the Plan.

3.5. ROLE OF EACH DIRECTOR IN DETERMINING THE CHARACTERISTICS OF THE PLAN

The Plan was prepared by the Remuneration and Nomination Committee, composed of nonexecutive directors, the majority of whom are independent, also in accordance with the express mandate received from the Board of Directors with resolution dated 19 December 2023. In particular, this preparation is the result of a detailed preliminary investigation carried out by the Remuneration and Nomination Committee, which met in subsequent meetings, including those held on 13 February 2024, 5 March 2024 and 15 March 2024.

On 15 March 2024, the Remuneration and Nomination Committee resolved to submit the draft Plan to the Board of Directors.

Finally, the Plan was approved by the Board of Directors at the meeting held on 19 March 2024, with the abstention of the persons already indicated as potential Beneficiaries of the Plan.

At the same meeting of 19 March 2024, the Board of Directors resolved to submit the Plan to the Shareholders' Meeting scheduled for 8 May 2024.

3.6. DATE OF THE RESOLUTION PASSED BY THE BODY COMPETENT TO PROPOSE THE APPROVAL OF THE PLAN TO THE SHAREHOLDERS' MEETING AND OF ANY PROPOSAL OF THE REMUNERATION AND NOMINATION COMMITTEE

Please see paragraph 3.5. .

3.7. DATE OF THE RESOLUTION PASSED BY THE COMPETENT BODY ON THE ASSIGNMENT OF THE OPTIONS AND ANY PROPOSAL OF THE REMUNERATION AND NOMINATION COMMITTEE

The Plan will be submitted to the Shareholders' Meeting for approval on 8 May 2024. Subsequently, the Board of Directors will approve the Regulations and the Assignment in accordance with the terms set out in paragraph 2.2 above.

3.8. MARKET PRICE OF THE SHARES RECORDED ON THE DATES INDICATED IN POINTS 3.6 AND 3.7.

On 19 March 2024, when the Board of Directors met to define and approve the draft Plan, the official stock market price of the Share was Euro 16.449.

The price of the Shares at the time of the Assignment of the Options will be communicated by the methods and within the terms indicated in Article 84-bis paragraph 5 letter a) of the Issuers' Regulations.

3.9. METHODS ADOPTED BY THE COMPANY WITH REGARD TO THE POSSIBLE COINCIDENCE IN TIME BETWEEN THE DATE OF ASSIGNMENT OF THE SHARES OR ANY DECISIONS TAKEN ON THE MATTER BY THE REMUNERATION AND NOMINATION COMMITTEE AND THE DISSEMINATION OF RELEVANT INFORMATION PURSUANT TO ARTICLE 114 PARAGRAPH 1 OF THE TUF

Therefore, owing to the Vesting Period and the existence of an adequate deferral between the Assignment Date and the Allocation Date, any dissemination of inside information at the time of the Assignment would be of no consequence to the Beneficiaries. In fact, the latter cannot carry out any operation on the Shares at the time of Assignment. In this context, it was not necessary to set up any specific control.

In any case, the Company will comply with its market disclosure requirements, where envisaged by the laws and regulations pro tempore in force.

4. CHARACTERISTICS OF THE ALLOCATED INSTRUMENTS

4.1. STRUCTURE OF THE PLAN

The subject-matter of the Plan is the free assignment to the Beneficiaries of a maximum of 270,000 (two hundred and seventy thousand) Options, each of which entitles them to receive free of charge, under the terms and conditions provided for by the Regulations, 1 Sabaf S.p.A. Share.;

The Plan also provides for the right of the Company - to be exercised by resolution of the Board of Directors, after obtaining the opinion of the Committee - to pay to the beneficiaries, instead of and in lieu of the shares, all or part of a sum of money (the "Replacement Amount") not exceeding 40% (forty per cent) of the shares actually vested and allocated, in the cases provided for in the Plan Regulations. The Replacement Amount will be calculated on the basis of the value of the shares at the official closing price, on the regulated market managed by Borsa Italiana S.p.A., on the day preceding the date of the resolution to allocate the shares (the "Reference Price"). The calculation will therefore be based on the following formula:

Replacement Amount = no. Shares to be allocated x Reference Price

4.2. PERIOD FOR THE IMPLEMENTATION OF THE PLAN

The Plan provides for:

• the Assignment of a certain number of Options to the Beneficiaries, within the terms indicated in paragraph 2.2.;
• a Reference Period specified in paragraph 2.2;
• a Vesting Period specified in paragraph 2.2;
• the Allocation of Shares, under the terms indicated in paragraph 2.2, subject to the Board of Directors verifying the Performance Targets achieved in each Reference Period for Performance Targets ;
• the Delivery of the Shares, within 10 days of the Allocation Date envisaged by paragraph 2.2., once the statutory, administrative and accounting obligations related to the making available of the Shares.

4.3. TERMS OF THE PLAN

Also in the light of what is set out in paragraphs 2.2. and 4.2. above, the Plan is scheduled to expire in 2027.

4.4. MAXIMUM NUMBER OF OPTIONS ASSIGNED

The maximum number of Options to be assigned to the Beneficiaries in implementation of the Plan is 270,000 (two hundred and seventy thousand), corresponding to an equal number of Shares.

4.5. PROCEDURES AND CLAUSES FOR IMPLEMENTING THE PLAN

The free allocation of Shares is subject:

• (i) to the achievement of all or part of the Performance Targets, on a progressive basis established by the Board of Directors within the following minimum and maximum limits:
  • a. a minimum level of achievement of the Performance Targets (known as Floor), equal to 80% (eighty per cent) of the value of each Performance Target.
  • b. a maximum level of achievement of the Performance Targets, in which case the Bonus for each of the indicators considered is recognised up to 100% (one hundred percent) of the Plan;
• (ii) on the Beneficiary's Relationship being in place:
  • (ii.1) at the date of approval of the financial statements for the year 2026. The relationship will not be considered in place in the event of interruptions notified before the above date, even in cases where the termination of the Relationship becomes effective after the above date due to the contractual notice or for any other reason;
  • (ii.2) in the case of Good Leaver only, notwithstanding (ii.1), on 31 December 2026, even if the interruption was notified earlier.

The Options will be assigned to the individual Beneficiaries in relation to the Performance Targets as specified in paragraph 2.2., in accordance with the decisions of the Board of Directors.

The Allocation of the Shares related to a specific Performance Target is not envisaged, not even partially, in case of failure to achieve the Performance Target, based on the detailed rules that will be envisaged by the Regulations, at least equal to the Floor of 80%. If the Floor is reached, each Beneficiary will receive 35% of the Bonus. For each level of achievement of the Performance Targets above the Floor, the percentage of the Allocation of Shares will increase on a straight-line basis until the maximum threshold of 100% Bonus is reached.

Malus and Clawback clauses will be envisaged by the Regulations in certain circumstances determined by the Board of Directors, including at least the following:

• a) the Beneficiary has engaged in fraudulent or grossly negligent behaviour that has caused damage to the assets or image of the Company or its Subsidiaries or the Group;
• b) the Beneficiary has affected, by its own fraudulent or grossly negligent behaviour, the achievement of the Performance Targets of the Plan;
• c) the Performance Targets were achieved based on data that later proved to be manifestly incorrect.

4.6. AVAILABILITY RESTRICTIONS ON THE SHARES

The Options are assigned to the Beneficiaries personally and may not be transferred by act inter vivos or subjected to restrictions or be the subject matter of other deeds of disposal for any reason.

In the event of the Allocation and Delivery of Shares, the Plan envisages a Lock-up Period, with reference to a number of Shares equal in total to 40% of those allocated, defined as follows:

• (i) the Lock-up Period will be two years for each Beneficiary, with reference to a number of Shares equal to 20% of those allocated;
• (ii) the Lock-up Period will be one year for each Beneficiary, with reference to a number of Shares equal to 20% of those allocated.

During the Lock-up Period, the Shares will be subject to an inalienability restriction, except where derogations are authorised by the Board of Directors.

4.7. ANY CONDITIONS SUBSEQUENT IN RELATION TO THE PLAN IN THE EVENT THAT THE BENEFICIARIES ENGAGE IN HEDGING TRANSACTIONS THAT NEUTRALISE ANY PROHIBITIONS

Not applicable in that the Plan does not contemplate the indicated cases.

4.8. EFFECTS DETERMINED BY THE TERMINATION OF THE EMPLOYMENT OR ADMINISTRATION RELATIONSHIP

Please see paragraph 4.5. .

4.9. INDICATION OF OTHER POSSIBLE REASONS FOR THE CANCELLATION OF THE PLAN

There are no reasons for the cancellation of the Plan.

4.10. REASONS FOR ANY EXPECTED REDEMPTION OF THE SHARES

No form of redemption of Shares by the Company is envisaged.

4.11. ANY LOANS OR OTHER FACILITIES FOR THE PURCHASE OF THE SHARES

Not applicable.

4.12. MEASUREMENT OF THE EXPECTED CHARGE FOR THE COMPANY ON THE ALLOCATION DATE OF THE SHARES

The expected charge for the Company is represented by the fair value of the Shares serving the Plan, which will be determined on the Allocation Date. Information on the total cost of the Plan will be provided by the methods and within the terms indicated in Article 84-bis paragraph 5 letter a) of the Issuers' Regulations.

4.13. ANY DILUTIVE EFFECTS DETERMINED BY THE PLAN

Not applicable.

It is noted that the Plan will be implemented, as far as the equity component is concerned, with treasury Shares of the Company already in the portfolio or to be purchased, representing a maximum of approximately 2.13% of the current share capital.

4.14. ANY LIMITS ON THE EXERCISE OF VOTING RIGHTS AND THE ALLOCATION OF PROPERTY RIGHTS

There are no limits to the exercise of voting rights and the allocation of property rights.

4.15. INFORMATION ON THE ALLOCATION OF SHARES NOT TRADED ON REGULATED MARKETS

Not applicable.

4.16.-4.23.

Not applicable.

4.24. TABLE NO. 1

At the date of this Information Document, the Plan has not yet been approved by the Shareholders' Meeting; the information referred to in Table 1 enclosed with Diagram 7 of Annex 3A of the Issuers' Regulations has not yet been defined.

Such information will be provided, from time to time, pursuant to Article 84-bis paragraph 5 letter a) of the Issuers' Regulations.