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Unidata Remuneration Information 2026
4418_rns_2026-03-31_a0094073-0f96-43c3-8459-cb00691603c7.pdf
Remuneration Information
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INFO DIGITAL S.P.A.
UNIDATA S.P.A.
UNiDATA
REPORT ON REMUNERATION POLICY AND COMPENSATION PAID
(Approved by the Board of Directors of Unidata S.p.A. on March 31, 2026)
(Prepared pursuant to Articles 123-ter of the Consolidated Law on Finance and 84-quater of the Issuers' Regulations)
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TABLE OF CONTENTS
TABLE OF CONTENTS...2
INTRODUCTION...4
SECTION I – Compensation Policy...6
1. GOVERNANCE MODEL FOR THE REMUNERATION SYSTEM...6
2. PURPOSE, OBJECTIVES, TARGET AUDIENCE, AND DURATION OF THE POLICY...8
3. COMPONENTS OF REMUNERATION...10
4. TREATMENT IN THE EVENT OF TERMINATION OF OFFICE OR EMPLOYMENT...21
5. INSURANCE, SOCIAL SECURITY, OR PENSION COVERAGE OTHER THAN MANDATORY COVERAGE...22
6. POLICY ON THE REMUNERATION OF INDEPENDENT DIRECTORS AND DIRECTORS HOLDING SPECIFIC POSITIONS...23
7. CRITERIA FOR DEFINING THE POLICY...23
8. EXCEPTIONS...23
9. CRITERIA FOR DETERMINING THE REMUNERATION OF THE SUPERVISORY BODY...24
SECTION II – Remuneration Paid...26
PART A...26
1. REMUNERATION PAID...26
2. INDEMNITIES AND/OR OTHER BENEFITS FOR TERMINATION OF OFFICE OR TERMINATION OF EMPLOYMENT DURING THE FISCAL YEAR...29
3. EXCEPTIONS TO THE REMUNERATION POLICY APPLIED IN EXCEPTIONAL CIRCUMSTANCES...29
4. APPLICATION OF EX POST CORRECTION MECHANISMS FOR THE VARIABLE COMPONENT...29
5. COMPARATIVE INFORMATION...29
6. INFORMATION REGARDING HOW THE COMPANY TOOK INTO ACCOUNT THE VOTE CAST BY THE SHAREHOLDERS’ MEETING ON SECTION II OF THE REMUNERATION REPORT FOR THE 2023 FINANCIAL YEAR...31
PART B...31
TABLE 1 – Compensation paid to members of the administrative and supervisory bodies, general managers, and other executives with strategic responsibilities...32
TABLE 2 – Stock options granted to members of the board of directors, general managers, and other executives with strategic responsibilities...37
TABLE 3A – Incentive plans based on financial instruments, other than stock options, for members of the board of directors, general managers, and other executives with strategic responsibilities...38
TABLE 3B – Cash incentive plans for members of the board of directors, general managers, and other executives with strategic responsibilities...41
FORM NO. 7-TER – Form regarding information on shareholdings of members of the administrative and supervisory bodies, general managers, and other executives with strategic responsibilities...42
TABLE 2: Shareholdings of other executives with strategic responsibilities...44
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INTRODUCTION
This report (the "Report") on the compensation policy (the "Policy") for fiscal year 2026 (Section I) and on the compensation paid (to members of the administrative and supervisory bodies and to executives with strategic responsibilities during fiscal year 2025 (Section II) (the "Report"), was approved by the Board of Directors of Unidata S.p.A. ("Unidata" or the "Company") on March 31, 2026, and has been prepared in accordance with Article 123-ter of the Legislative Decree No. 58 of 1998, as subsequently amended and supplemented ("TUF"), and in accordance with Article 84-quater of the Regulations adopted by Consob Resolution No. 11971 of May 14, 1999, as subsequently amended and supplemented (the "Issuers' Regulations"), to Forms 7-bis and 7-ter set forth in Annex 3A of the Issuers' Regulations and to the Corporate Governance Code of Borsa Italiana S.p.A. (the "Corporate Governance Code")
The Policy has also been defined in accordance with the Code of Ethics of the group headed by Unidata (the "Group"), promoting the adoption of conduct that complies with it and is consistent with the requirements of sustainable performance.
The Policy is designed to reward actual and sustainable results, appropriately adjusted for the risks associated with them, while taking into account the nature, size, and operational characteristics of the company (in accordance with the principle of proportionality). It is based on clear and sustainable principles and provides for variable compensation components linked to the achievement of medium- and long-term results. In all cases where variable remuneration components are provided for, a balance is ensured between such components and fixed components, as well as the additional conditions, limits, timelines, and payment methods set forth in this Policy.
The Nominating, Compensation, and Sustainability Committee plays a particularly important role in the decision-making process leading to the establishment of the Group's senior management policy, as these executives bear ultimate responsibility for processes that may affect the Group's development or future prospects, as well as for the management of legal and reputational risks.
Finally, the Policy complies with the remuneration recommendations contained in the Corporate Governance Code.
Specifically, this Report is divided into two sections:
(i) Section I, entitled "Compensation Policy," sets forth: (a) the Policy: (i) for members of the Company's Board of Directors; (ii) for the general managers of the Company; (iii) for the executives with strategic responsibilities of the Company; and (iv) without prejudice to the provisions of Article 2402 of the Italian Civil Code, for the members of the Company's Board of Statutory Auditors; as well as (b) the procedures used for the adoption and implementation of the Policy itself;
(ii) In Section II, titled "Remuneration Paid": a) an adequate breakdown is provided—by name for members of the Board of Directors and the Board of Statutory Auditors, and in aggregate form for executives with strategic responsibilities—of each component of the remuneration, including benefits payable in the event of termination of office or termination of employment; and b) the remuneration paid during the reporting period for any reason and in any form by the Company and by its subsidiaries or affiliates is disclosed.
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SECTION I – Remuneration Policy
The Policy was approved by the Company’s Board of Directors, upon the proposal of the Nominating, Compensation, and Sustainability Committee (for the purposes of this Report, the “Compensation Committee”), on March 31, 2026, and is updated annually.
- GOVERNANCE MODEL FOR THE COMPENSATION SYSTEM
Policy Approval Process
The Policy is: (i) approved by the Company’s Board of Directors upon the recommendation of the Remuneration Committee; and (ii) submitted—at the time of the approval of the financial statements—to the Shareholders’ Meeting, whose vote is binding pursuant to Article 123-ter, paragraph 3-ter, of the Consolidated Law on Finance.
Bodies and parties involved in the preparation, approval, and implementation of the Policy
The main parties and bodies involved in the preparation, approval, and implementation of the Policy are: the Shareholders’ Meeting, the Board of Directors, the Remuneration Committee, and the Board of Statutory Auditors.
Shareholders’ Meeting
The Shareholders’ Meeting:
- appoints and removes the members of the Board of Directors, the members of the Board of Statutory Auditors and its Chairperson and, if applicable, the Vice Chairperson;
- determines the compensation of the members of the Board of Directors, pursuant to Article 2364, paragraph 1, subparagraph 3, of the Italian Civil Code; such compensation is set at a level sufficient to attract, retain, and motivate individuals possessing the professional qualities necessary to successfully manage the Company;
- determines the compensation of the members of the Board of Statutory Auditors pursuant to Article 2402 of the Italian Civil Code;
- votes on Section I of the Report with a binding vote, in accordance with the provisions of Article 123-ter, paragraph 3-ter, of the Consolidated Law on Finance;
- resolves on Section II of the Report by a non-binding vote pursuant to Article 123-ter, paragraph 6, of the TUF;
- resolves on any compensation plans based on shares or other financial instruments intended for Directors, employees, and collaborators, including executives with strategic responsibilities, pursuant to Article 114-bis of the TUF.
Board of Directors
The Board of Directors:
- establishes the Compensation Committee from among its members;
- determines the compensation of Directors holding specific positions, in accordance with the Policy adopted by the Company, subject to the favorable opinion of the Board of Statutory Auditors and upon the recommendation of the Compensation Committee, and establishes, if the Shareholders’ Meeting has not already done so, the allocation of the total compensation payable to the members of the Board of Directors;
- upon the proposal of the Remuneration Committee, drafts the Policy and approves the report on remuneration and compensation paid to be submitted to the Shareholders’ Meeting;
- in accordance with the Policy, prepares, with the assistance of the Remuneration Committee, any remuneration plans based on shares or other financial instruments and submits them for approval by the Shareholders’ Meeting pursuant to Article 114-bis of the Consolidated Law on Finance;
- defines and updates the Policy annually, and also approves any exceptions to it in the event of exceptional circumstances, in any case in accordance with the provisions of Paragraph 8 below;
- is responsible for implementing any compensation plans based on shares, options, or other financial instruments, together with—or with the assistance of—the Compensation Committee, as delegated by the Shareholders’ Meeting;
- ensures that compensation and incentive systems are consistent with the Company’s overall decisions regarding risk-taking, strategies, corporate governance structure, and internal controls.
Remuneration Committee
The Remuneration Committee, composed of three independent directors (Alessandra Bucci, who also serves as Chair, Stefania Argentieri Piuma, and Barbara Ricciardi), performs investigative, propositional, and advisory functions and, in particular:
- supports the Board of Directors in developing the Policy and in periodically assessing the adequacy, overall consistency, and practical application of the Policy, in order to verify, in particular, the actual achievement of performance objectives;
- makes proposals and/or provides opinions to the Board of Directors regarding the compensation of executive directors and other directors holding specific positions, as well as regarding the setting of performance objectives linked to the variable component of such compensation, and monitors the actual implementation of the Compensation Policy, verifying, in particular, whether performance objectives have been effectively achieved;
- periodically assesses the adequacy and overall consistency of the Remuneration Policy for Directors and top management;
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- pre-reviews the report on remuneration policy and on the compensation paid, to be made available to the public in advance of the Shareholders' Meeting.
In carrying out its duties, the Remuneration Committee has access to the information and corporate functions necessary for the performance of its tasks and may engage external consultants at the Company's expense, within the limits of the budget approved by the Company's Board of Directors.
Third parties typically attend meetings of the Compensation Committee at the invitation of the Chair of the Compensation Committee, specifically regarding individual items on the agenda.
Finally, pursuant to Recommendation No. 26 of the Corporate Governance Code, no director (and, more generally, no potential beneficiary) may participate in Remuneration Committee meetings in which proposals are made regarding their own remuneration or the assignment of any benefits.
HR Department
The Group's HR department monitors market trends and practices and provides the analyses necessary for developing compensation policies and ensuring they meet the highest quality standards, thereby supporting the Compensation Committee in defining the policy.
Independent experts
In preparing the Policy, the Company's governing bodies did not engage any independent experts.
Board of Statutory Auditors
The Board of Statutory Auditors issues the opinions required by current legislation and, in particular, expresses its opinion regarding the remuneration proposals for Directors holding specific positions.
2. PURPOSE, OBJECTIVES, TARGET AUDIENCE, AND DURATION OF THE POLICY
Purpose and objectives
The primary objective of this Policy is to pursue a responsible approach focused on competence, performance, and sustainability. Accordingly, the Policy places significant emphasis on performance targets related to the impact of the Company's activities on the environment, governance, and social aspects, as well as on the achievement of significant economic and financial results.
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The Policy is designed to support the Company's pursuit of sustainable success and takes into account the need to attract, recruit, retain, and motivate individuals with the skills and professionalism required for their roles within the Company.
The Policy, in fact, has the dual objective of motivating existing management to achieve, in a sustainable manner and with a medium- to long-term perspective, operational performance goals that are consistent with the Company's culture and values, and of attracting and retaining, in a highly competitive labor market, the most talented individuals or those capable of making the most significant contribution to the achievement of the Company's business targets.
The Policy is guided by the following principles:
- Balance: The policy is designed to achieve the best possible integration among the various components of compensation, particularly between the fixed and variable components, with the latter structured over a medium- to long-term horizon;
- Sustainability: The performance targets to which the payment of incentive schemes is linked are aligned with the sustainability drivers pursued by the Company. These schemes are structured over multi-year time frames, consistent with the Company's risk profile and with the objective of increasing value over time for both the Group's shareholders and stakeholders;
- transparency: the Company has established a governance system capable of providing clear disclosure regarding management compensation;
- competitiveness: the Policy establishes remuneration levels that are competitive with market practices and trends, with the aim of fostering loyalty and safeguarding the Group's key personnel by incentivizing their continued service within the Group;
- compliance: the Company adheres to the recommendations of the Corporate Governance Code and is guided by national and international best practices regarding compensation.
In addition to the above, the Policy also takes into account employee compensation and working conditions. Specifically, Unidata has implemented certain measures aimed at increasing flexibility in the performance of work and improving the so-called "work-life balance." In particular, second-level agreements have been established to promote flexible work arrangements.
Furthermore, the Policy utilizes tools and approaches designed to attract, motivate, and retain individuals possessing the professional qualities necessary to contribute to the definition of the Company's growth strategy and to the strengthening of its medium- to long-term interests and sustainability. Retention strategies involving the assignment of stock grants have also been applied to second-line managers considered key personnel.
In accordance with the aforementioned principles underlying the Policy and in order to achieve the objectives set forth therein, the Company intends to maintain and confirm the established medium- to long-term variable incentive schemes designed for executive directors, managers with strategic responsibilities, and/or other key personnel of the Group, linking a portion of their compensation to the achievement of predetermined objectives.
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Recipients
The Policy applies to members of the Board of Directors, whether executive, non-executive, or independent, to members of the Board of Statutory Auditors, to general managers, and to executives with strategic responsibilities of the Issuer.
Duration
The Policy covers a one-year period.
Changes to the Policy compared to the policy last submitted to the Shareholders' Meeting
This Policy for the 2025 fiscal year is essentially consistent with the previous policy for the 2024 fiscal year, which was approved by the Shareholders' Meeting on May 10, 2024.
- COMPONENTS OF REMUNERATION
The Policy consists of the following elements:
- fixed component;
- short-term variable component (MBO);
- medium- to long-term variable component;
- benefits.
The Company deemed it appropriate to differentiate the compensation structure based on the executive/management competencies and responsibilities assigned to the relevant individuals and, consequently, to independently define the criteria for determining the compensation of:
(i) Directors, and in particular:
a) non-executive directors;
b) executive directors;
(ii) Board of Statutory Auditors
(iii) Executives with strategic responsibilities.
(i) Directors
All directors are entitled to a fixed compensation package that ensures adequate remuneration for the work and commitment they provide to the Company.
The Board of Directors currently in office was appointed on occasion of the Shareholders' Meeting of the Shareholders of May 10 2024 and remains in office until the date
of the Shareholders' Meeting called to approve the financial statements as of December 31, 2026. On that date, the Shareholders' Meeting also resolved to set the total gross annual fixed compensation payable to the members of the Board of Directors at €400,000.00, including the compensation paid to members of the internal committees appointed by the Board, it being understood that any additional fixed and variable compensation for members of the Board of Directors holding specific positions shall be determined by the Board of Directors, after consulting the Compensation Committee and the Board of Statutory Auditors, in accordance with the criteria set forth in the Compensation Policy adopted by the Company.
In this regard, it should be noted that the balance between the fixed and variable components of compensation within the total compensation package is determined with reference to the Company's strategic objectives, taking into account the Company's characteristics, while providing, in the long term, that the variable component represents a significant portion of total compensation.
On May 13, 2024, the Board of Directors resolved to allocate the aforementioned compensation by awarding each member of the Company's Board of Directors a gross annual compensation of €27,000.00, and resolved to award the Chairman and Chief Executive Officer and the Vice Chairman, as directors entrusted with specific duties, pursuant to Article 2389, paragraph 3, of the Italian Civil Code, a fixed annual compensation—pro rata temporis—equal to €45,000.00.
In addition, on May 13, 2024, the Board of Directors established the internal committees required by applicable laws and regulations and resolved to compensate the members of each committee as follows:
- €8,000.00 gross per year for each chair of each internal committee and
- €4,000.00 gross per year for each member of each internal committee.
In addition to the foregoing, during 2025, the Company's Nominating, Compensation, and Sustainability Committee conducted an in-depth review and analysis to assess the appropriateness of the compensation of Renato Brunetti, Chairman of the Board of Directors, in light of the powers delegated to him by the current Board of Directors, and considering, among other things, that the remuneration levels of the Chairman of the Company's Board of Directors have remained substantially unchanged in recent years, even taking into account the Company's recent developments, particularly following the acquisition of TWT, which resulted in a significant expansion of the Group's scope and a consequent broadening of the Chairman's responsibilities. To support its analysis and deliberations, the Company's Nomination, Remuneration, and Sustainability Committee of the Company relied on a comparative remuneration analysis against a panel of companies selected for market capitalization and sector similar to Unidata, which highlighted a position below the median with respect to both the fixed component and total annual remuneration, i.e., including the short- and medium-to-long-term variable components.
In light of these factors, the Board of Directors of Unidata, upon the recommendation of the Nominating, Compensation, and Sustainability Committee, has approved an increase in the
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for the Chairman of the Board of Directors, which will be applied only after and subject to the approval of this Policy by the Shareholders' Meeting.
The remuneration of the Chairman of the Board of Directors approved by the Board is therefore structured as follows:
- Fixed remuneration: equal to €150,000.00, representing an increase of €78,000.00 compared to the current remuneration;
- Short-term variable compensation (i.e., MBO): participation of the Chairman of the Board of Directors in the Company's MBO plan. In this context, the target value of the short-term variable compensation provided for the Chairman of the Board of Directors may amount to a maximum of 30% of the target value of the corresponding fixed compensation. For further information, please refer to paragraph 3.2.1.1.
(ii) Board of Statutory Auditors
The amount of compensation payable to the members of the Board of Statutory Auditors on an annual basis is determined by the Shareholders' Meeting pursuant to Article 2402 of the Italian Civil Code.
As of the date of this Report, the total compensation for the Board of Statutory Auditors amounts to a total of €94,000.00 gross per year, broken down as follows: €40,000.00 gross per year for the Chairman and €27,000.00 gross per year for each standing auditor. It should be noted that the Shareholders' Meeting scheduled for May 4, 2026, which will be held to appoint the new members of the Company's Board of Statutory Auditors, will also approve the new total annual gross compensation for the members of the Board of Statutory Auditors.
Please note that the Shareholders' Meeting scheduled for May 11, 2026, will appoint the new Board of Statutory Auditors for a three-year term and determine the compensation for the Chairman and each member.
(iii) Executives with strategic responsibilities
The compensation of executives with strategic responsibilities is determined, in accordance with the compensation policies adopted by the Company, in line with the duties assigned to them and consists of a fixed annual component as salary and a variable component.
3.1 Fixed Component
The fixed component of remuneration is primarily related to: (a) professional specialization, (b) the organizational role held, (c) the responsibilities assumed, and (d) market practice for comparable professional positions.
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With specific regard to the determination of the fixed compensation of directors holding specific positions, it should also be noted that the Board of Directors takes into account
(a) the specific scope of the powers delegated to individual executive directors and/or (b) the functions and roles actually performed and held by individual executive directors within the Company, thereby ensuring that remuneration is consistent with the nature of the tasks assigned to them and with the Company's medium- to long-term objectives, as no formal risk management policy has been established.
It should be noted that the appropriate combination of the fixed and variable components will take into account the application of a short-term incentive scheme (MBO) as further detailed in paragraph 3.2.2 below.
3.2 Variable component
Variable compensation consists of a short-term component (typically annual – MBO system) and a medium- to long-term component, reserved exclusively for a select group of key managers.
3.2.1 Short-term incentive
The short-term variable component is designed to incentivize the achievement of the annual targets set in the Company's budget.
The short-term incentive plan (MBO) is based on:
- an objective and measurable economic and financial performance metric, defined as a consolidated Adjusted EBITDA target for the 2026 fiscal year corresponding to the budgeted amount (the "Adjusted EBITDA Target"), the achievement of which will be assessed based on the Group's actual Adjusted EBITDA as of December 31, 2026;
- performance metrics linked to environmental and social objectives identified in the Impact Report published by the Company on its website (the "ESG Objectives");
- for certain categories of beneficiaries (the current executive director Giampaolo Rossini and the current non-executive director Paolo Bianchi, by virtue of their respective employment relationships with the Company, as well as the executive with strategic responsibilities Roberto Giacometti), objective criteria of a project-based, strategic, or individual nature, relating to the role performed by such beneficiaries within the Group; the aforementioned objectives will be identified in both quantitative and qualitative terms with respect to the roles held by such beneficiaries.
The MBO performance assessment takes into account the results actually achieved, through a mechanism that, on the one hand, rewards overperformance and, on the other hand, provides that the MBO Payout (as defined below) will be gradually reduced to zero if a pre-established minimum threshold is not met with respect to the Adjusted EBITDA Target and the ESG Targets.
The percentage of the short-term variable component is determined by taking into account the role
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performed by the beneficiary within the Group, their relevant technical, managerial, and professional skills, the scope and nature of the specific responsibilities assigned, as well as market practices.
The theoretical compensation under the MBO may reach a maximum of 30% of the fixed salary, depending on both the complexity and responsibilities of the role and the beneficiary's seniority.
The beneficiaries of the short-term incentive plan (MBO) include, among others, the Chairman of the Board of Directors Renato Brunetti, the current executive director Giampaolo Rossini, and the current non-executive director Paolo Bianchi, by virtue of their respective employment relationships with the Company, as well as the executive with strategic responsibilities Roberto Giacometti.
3.2.1.1 Short-term variable compensation for the Chairman of the Board of Directors
The payout of the variable compensation for Renato Brunetti, Chairman of the Board of Directors and also Chief Executive Officer of the Company, is determined as follows:
(i) With regard to the Adjusted EBITDA Target (which accounts for 95% of the MBO), it is structured as follows:
(a) if the minimum performance threshold, equal to 85% of the Adjusted EBITDA Target, is not met, there will be no access to the MBO payout for that target, and therefore no variable compensation commensurate with the Adjusted EBITDA Target will be awarded;
(b) if a percentage of the Adjusted EBITDA Target between 85% and 89.9% is achieved, 50% of the MBO payout related to the Adjusted EBITDA Target will be payable;
(c) if a percentage of the Adjusted EBITDA Target between 90% and 94.9% is achieved, 80% of the MBO payout related to the Adjusted EBITDA Target will be available;
(d) If the Adjusted EBITDA Target is achieved at a rate between 95% and 99.9%, 95% of the MBO payout related to the Adjusted EBITDA Target will be available;
(e) if the Adjusted EBITDA Target is achieved at 100%, 100% of the MBO payout related to the Adjusted EBITDA Target will be available;
(f) if the Adjusted EBITDA Target is met or exceeded by 110%, 110% of the MBO payout related to the Adjusted EBITDA Target will be available (so-called overperformance).
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(ii) With regard to the ESG Targets as indicated in the Impact Report published by the Company (which accounts for $5\%$ of the MBO), they are structured as follows:
(a) If the minimum performance threshold—equivalent to $60\%$ of the ESG Targets—is not met, there will be no entitlement to the MBO payout for that specific target, and therefore no variable compensation linked to the ESG Targets will be awarded;
(b) If the ESG Objectives are met or exceeded by a percentage equal to $60\%$ , $100\%$ of the MBO payout related to the ESG Objectives will be granted.
That said, a summary of the MBO compensation applicable to the Chairman of the Board of Directors is provided below.
OBIETTIVI AZIENDALI
EBITDA ADJ TARGET 2026
ESG TARGET 2026
It should be noted, however, that the achievement of the Adjusted EBITDA Target will be assessed based on the Group's Adjusted EBITDA actually achieved as of December 31, 2026
The variable remuneration related to the MBO of the Chairman of the Board of Directors may amount to a maximum of $30\%$ of the target remuneration to which he is entitled in his capacity as Chairman of the Board of Directors and Chief Executive Officer of the Company.
3.2.1.2 Short-term variable compensation for Executive Director Giampaolo Rossini, Non-Executive Director Paolo Bianchi, and Executive with Strategic Responsibilities Roberto Giacometti.
The payout of the variable compensation for Directors Paolo Bianchi and Giampaolo Rossini for 2026, in their capacities as Unidata employees (Mr. Bianchi as a Middle Manager and Mr. Rossini as an Executive), and the variable compensation for Roberto Giacometti, in his capacity as an Executive with Strategic Responsibilities, is determined as follows:
(i) With regard to the Adjusted EBITDA Target (which accounts for $95\%$ of the MBO), it is structured as follows:
(a) if the minimum performance threshold, equal to $85\%$ of the Adjusted EBITDA Target, is not met, there will be no access to the MBO payout for
that same target, and therefore no variable compensation commensurate with the Adjusted EBITDA Target will be awarded;
(b) If the Adjusted EBITDA Target is achieved at a rate between 85% and 89.9%, 50% of the MBO payout related to the Adjusted EBITDA Target will be available;
(c) if the Adjusted EBITDA Target is achieved at a percentage between 90% and 94.9%, 80% of the MBO payout related to the Adjusted EBITDA Target will be available;
(d) if a percentage of the Adjusted EBITDA Target between 95% and 99.9% is achieved, 95% of the MBO payout related to the Adjusted EBITDA Target will be available;
(e) if the Adjusted EBITDA Target is achieved at 100%, access will be granted to 100% of the MBO payout related to the Adjusted EBITDA Target;
(f) if the Adjusted EBITDA Target is met or exceeded by 110%, 110% of the MBO payout related to the Adjusted EBITDA Target will be available (so-called overperformance).
(ii) With regard to the ESG Objectives as set forth in the Impact Report published by the Company (which accounts for 5% of the MBO), they are structured as follows:
(a) If the minimum performance threshold of 60% of the ESG Objectives is not met, there will be no access to the MBO payout for that objective, and therefore no variable compensation commensurate with the ESG Objectives will be awarded;
(b) If the ESG Targets are met or exceeded by 60%, 100% of the MBO payout related to the ESG Targets will be paid out.
Once it has been verified that the Adjusted EBITDA Target and the ESG Targets have been met, and the actual MBO payout to be paid has been determined in accordance with the rules described above, the actual payment of such MBO may take place only and exclusively if the individual targets assigned to the beneficiaries, as set forth below (the "Individual Targets"), have also been achieved.
If the Individual Targets are not met, no variable compensation will be paid to the beneficiary as part of the MBO, even if the Adjusted EBITDA Target and the ESG Targets have been met.
If the Individual Objectives are achieved, the beneficiary will be granted the variable compensation under the MBO as determined based on the level of achievement
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of the Adjusted EBITDA Target and the ESG Targets (the "MBO Payout"), while also applying the following rules for calculating results related to the Individual Targets:
(a) 70% of the MBO Payout will be paid if the quantitative targets, as defined by the Company's management based on the strategies set forth in the Business Plan, are met, and
(b) 30% of the MBO Payout will be paid if the qualitative targets, predefined based on corporate values, are met. If all performance thresholds related to the aforementioned qualitative targets are exceeded, beneficiaries will receive a total percentage of up to 35% of the MBO Payout, with 5% paid as so-called "overperformance" compensation.
(c) In addition, it should be noted that if the beneficiaries exceed the thresholds applicable to them with respect to qualitative objectives, they will be awarded an additional 5% of the MBO payout.
That said, below is a summary of the MBO compensation applicable to Directors Paolo Bianchi and Giampaolo Rossini, in their capacity as Unidata employees, as well as to Roberto Giacometti, in his capacity as an executive with strategic responsibilities.
OBIETTIVI AZIENDALI
EBITDA ADJ TARGET 2026
ESG TARGET 2026
VALUTAZIONE OBIETTIVI INDIVIDUALI C-Level
It should be noted, however, that the assessment of the economic/financial target will be based on a comparison with the Group's Adjusted EBITDA actually achieved as of December 31, 2026.
The variable compensation related to the management buyout (MBO) for Directors Paolo Bianchi and Giampaolo Rossini, in their capacity as Unidata employees, as well as for Roberto Giacometti, in his capacity as an executive with strategic responsibilities, may amount to up to 25% of the fixed compensation to which they are entitled as employees, subject to the achievement of targets.
3.2.2. Medium- to long-term incentive
The variable component of the compensation packages offered by Unidata to executive directors and directors with specific responsibilities, senior managers with strategic responsibilities, and/or other senior executives of the Group consists of medium- to long-term incentives. Following the completion of the three vesting cycles of the long-term incentive plan for the 2023–2025 period, a new long-term incentive plan (LTI) – LTI) has been established for the 2026–2028 cycle (the “Plan”), with a total duration of three years, until December 31, 2028, which provides, on the one hand, (a) annual financial and ESG targets, the achievement of which will allow each beneficiary, for each fiscal year, to receive up to 25% of the shares allocated to them for that year, and (b) a three-year target linked to the stock’s performance, the achievement of which will allow each beneficiary of the Plan to receive up to 25% of the shares allocated to them.
For further information regarding the Plan, please refer to the disclosure document pursuant to Article 114-bis of the Consolidated Law on Finance (TUF), which the Company has made available on its website (www.unidata.it / Shareholders’ Meeting of May 4, 2026).
Purpose of the Plan
The Plan is designed to:
- link total compensation, and in particular the management incentive system, to the Company’s performance and the creation of value for the Group, pursuing success in a sustainable manner;
- direct the Company’s main resources toward strategies aimed at achieving long-term results;
- further develop retention policies aimed at fostering loyalty among key employees and encouraging them to remain with the Company or the Group;
- further develop policies to attract talented personnel, strengthening the appeal and competitiveness of the compensation package offered by the Company, in order to continue developing the distinctive competencies of the Company and the Group.
The Plan also complies with the principles and criteria set forth in Article 5 of the Corporate Governance Code and is designed in accordance with best practices and market trends.
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The Plan in question has therefore been identified as the most suitable tool for incentivizing senior executives to pursue value creation objectives.
Features of the Plan
The Plan provides for the grant of rights entitling beneficiaries to receive the Company's common shares free of charge, based on the exercise ratio, upon the achievement of certain financial and ESG objectives.
Each right granted to beneficiaries will entitle them to receive, free of charge, one (1) Unidata common share under the terms set forth in the Plan's regulations and at the end of a vesting period of one (1) year in the event that each Annual Objective and each Annual ESG Objective is achieved, and a vesting period of three (3) years in the event that the Three-Year Objective is achieved, as specified below.
The Plan consists of three cycles, and at the end of each cycle, upon the fulfillment of certain conditions, the Board of Directors will assess the achievement of the objectives. Specifically:
- at the end of the first cycle of the Plan—which runs from January 1, 2026, to December 31, 2026
- the Board of Directors will assess the Annual Target (as defined below) for the 2026 fiscal year and the Annual ESG Target (as defined below) for the same fiscal year, and, if the performance target is met, each beneficiary may exercise rights equal to a total of 25% of the total rights allocated to them (i.e., 20% of the rights relating to the Annual Target and 5% of the rights relating to the Annual ESG Target), and shall be entitled to the allocation of the Shares due to them based on the exercise ratio;
- at the end of the second cycle of the Plan—which runs from January 1, 2027, to December 31, 2027 – the Board of Directors will assess the Annual Target (as defined below) for the 2027 fiscal year and the Annual ESG Target (as defined below) for the same fiscal year, and, if the performance target is met, each beneficiary may exercise rights equal to a total of 25% of the total rights allocated to them (i.e., 20% of the rights related to the Annual Target and 5% of the rights related to the Annual ESG Target), and shall be entitled to the allocation of the shares due based on the exercise ratio;
- at the end of the third cycle of the Plan—which runs from January 1, 2028, to December 31, 2028
- The Board of Directors will (a) assess the Annual Target (as defined below) for fiscal year 2028 and the Annual ESG Target (as defined below) for the same fiscal year, and, if the performance target is met, each beneficiary may exercise rights equal to a total of 25% of the total rights allocated to them (i.e., 20% of the rights relating to the Annual Target and 5% of the rights relating to the Annual ESG Target), and shall be entitled to the allocation of the shares due based on the exercise ratio; and (b) upon final determination of the achievement of the Three-Year Target (as defined below) and, if the performance target is met, each Beneficiary may
18
exercise rights equal to 25% of the total rights allocated to him and shall be entitled to the allocation of the shares due to him based on the exercise ratio.
For the purposes of the Plan, the objectives are structured as follows:
-
achieving a level of annual Group EBITDA calculated in accordance with the Company's business plan for each cycle of the Plan (the "Annual Target"). Upon achievement of each Annual Target, each beneficiary may exercise a number of rights equal to 20% of the total allocated. More specifically, with respect to each fiscal year of the Plan's duration (2026, 2027, and 2028):
-
if the performance threshold, equal to 90% of the Annual Target, is not achieved, the assigned rights will lapse;
- If the Annual Target is achieved at a rate between 90% and 100%, the number of exercisable rights—equal to 20% of the total granted—may be exercised in proportion to the percentage of the Annual Target achieved;
- if a percentage of the Annual Target between 100% and 120% is achieved, the number of exercisable rights—equal to 20% of the total granted—may be exercised in proportion to the percentage of the Annual Target achieved;
- if the Annual Target is achieved at a rate exceeding 120% (one hundred twenty percent), the number of exercisable rights—equal to 20% of the total granted—may not, in any case, exceed 120% of the number of exercisable rights;
-
achievement of the Group's annual ESG target for each cycle of the Plan (the "Annual ESG Target"). Upon achievement of each Annual ESG Target, each beneficiary may exercise a number of rights equal to 5% of the total allocated;
-
at the end of the third year of the Plan: (i) the Beneficiary's continued employment with the Company or the relevant Subsidiary, as well as the maintenance, in relation to the role held, of Beneficiary status within the Company, the relevant Subsidiary, or the Group; and (ii) achievement, in at least two of the Plan's three vesting periods, of the Annual Target and the ESG Target, resulting in the vesting and exercise of the Rights (the "Three-Year Target"). If the Three-Year Target is achieved as of the verification date, each beneficiary may exercise a number of rights equal to the remaining 25% of the total rights granted, calculated using linear interpolation.
For the purposes of exercising the rights and, consequently, the allocation of shares, the performance targets will be assessed independently of one another. With regard to the achievement of the performance targets set forth in the Plan, if the performance threshold for a specific target is not met, the rights associated with that target will lapse, and the beneficiary will not be entitled to receive the corresponding shares.
It is understood that the Company's Board of Directors, if it deems in its sole and absolute discretion that special circumstances exist and after consulting the
19
Remuneration Committee, may nevertheless allow the exercise, in whole or in part, of the assigned rights even if the targets are not met.
Claw-back and penalty
The Plan includes so-called "claw-back" provisions pursuant to which, in particular, the Company reserves the unilateral right to obtain the revocation, even partial, of rights not yet exercised, or the return of shares allocated following the exercise of such rights, net of any and all taxes incurred by the beneficiary, or, if the shares have already been sold, the return of the net gain obtained.
Holding Period
Beneficiaries will be required to hold, on a continuous basis, for a period of 24 months following each date of share allocation (the "Holding Period"), a number of shares equal to at least 50% of the shares allocated from time to time following the exercise of rights, net of any sales made to meet tax obligations (so-called "sell to cover").
For further information regarding the Plan, please refer to the information document prepared pursuant to Article 114-bis of the Consolidated Law on Finance (TUF) and Article 84-bis of the Issuers' Regulations, made available to the public at the Company's registered office and on the Company's website at investors.unidata.it, under the Governance / Shareholders' Meeting section.
3.2.3. One-time bonus
The Board of Directors also reserves the right to establish entry bonuses / welcome bonuses / retention bonuses / one-time bonuses aimed at attracting or retaining personnel with skills deemed critical and key to the company's success and the achievement of long-term strategic objectives, provided that the awarding of one-time payments takes place within the framework of appropriately tracked and documented decision-making processes, in order to ensure objective and transparent application based on merit.
3.3 Non-monetary benefits
Executive directors and senior managers with strategic responsibilities may be granted standard non-monetary benefits commensurate with the position and role held (e.g., cell phone, company car, computer).
4. TREATMENT UPON TERMINATION OF OFFICE OR EMPLOYMENT
As of the date of this report, there are no plans to grant or award special compensation or other benefits to Directors or any Executives with strategic responsibilities who have ceased to hold office or whose employment relationship has been terminated early. It is also Company policy not to enter into any agreements with Directors and Executives with strategic responsibilities that regulate ex ante the financial aspects pertaining to the possible early termination of the employment relationship, whether initiated by the Company or by the individual.
20
In the event of termination of the existing relationship with the Company for reasons other than just cause, the approach is to seek agreements for the "termination" of the relationship by mutual consent. Without prejudice, in any case, to legal and/or contractual obligations, agreements for the termination of the relationship with the Company are based on relevant industry benchmarks, within the limits defined by case law and standard practice.
With regard to the management of early termination agreements with its directors, the other Group companies also adhere to these criteria.
With regard to the Plan, in the event of termination of the employment and/or directorship relationship between the individual beneficiary and Unidata or one of the Group companies (the "Relationship") prior to the grant date or, in any case, prior to the delivery of shares for each cycle of the Plan, and subject to any different determination by the Board of Directors that is more favorable to the beneficiaries, the following shall apply:
-
in the event of termination of the relationship due to a "bad leaver" scenario:
-
if the event occurs after the shares have been granted, the beneficiary will retain ownership of the shares at their disposal, subject to compliance with the Holding Period;
- If the event occurs after the rights have been exercised, the beneficiary will lose the right to receive the shares;
-
if the event occurs before the end of the vesting period, the beneficiary will lose the right to exercise the rights, which will automatically expire;
-
in the event of termination of the Employment Relationship due to a "good leaver" scenario:
-
if the event occurs after the shares have been granted, the beneficiary will retain ownership of the shares at their disposal, subject to compliance with the Holding Period;
- if the event occurs after the rights have been exercised, the beneficiary will retain the right to receive the shares, subject to compliance with the Holding Period;
- if the event occurs before the end of the vesting period, the beneficiary shall retain the right to exercise the rights until the date of termination of the appointment or employment relationship (on a pro-rata temporis basis).
In the event of a transfer of the Relationship to another Group company and/or in the event of the termination of the Relationship and the simultaneous establishment of a new Relationship within the Group, again in the capacity of beneficiary, the beneficiary shall retain, mutatis mutandis, all rights granted to them under the Plan.
- INSURANCE
INSURANCE, MANDATORY
PENSION
OR PENSION
MISCELLANEOUS
OTHER
21
Given that there are no social security or pension coverage arrangements other than the mandatory ones, it should be noted that there is an insurance policy in place covering third-party liability for Directors, Statutory Auditors, and Executives in the performance of their duties (so-called “Directors & Officers Liability”), valid for the Company and its subsidiaries.
6. POLICY ON THE REMUNERATION OF INDEPENDENT DIRECTORS AND DIRECTORS HOLDING SPECIFIC POSITIONS
Independent Directors
The compensation of independent directors is not tied to the financial results achieved by the Company and/or the Group and consists of a fixed component approved by the Shareholders’ Meeting, as well as a fixed component approved by the Board of Directors for participation in board committees; specifically, as of the date of this report:
- for the Control and Risk Committee, a total fixed gross annual compensation of €16,000 is provided, to be allocated as €8,000 to the Chair and €4,000 to each of the other members;
- The Nomination, Compensation, and Sustainability Committee is entitled to a fixed annual gross compensation of €16,000, to be allocated as follows: €8,000 to the Chair and €4,000 to each of the other members;
- For the Corporate Governance and Related-Party Transactions Committee, a total fixed gross annual compensation of €16,000 is provided, to be allocated as €8,000 to the Chair and €4,000 to each of the other members.
Directors holding specific positions
For the rules governing the compensation policy applied to Directors holding specific positions, please refer to the provisions set forth in paragraph 2 above.
7. CRITERIA FOR DEFINING THE POLICY
The Compensation Policy was established by the Company without using the compensation policies of other companies as a reference. Compensation levels and the pay mix are determined in accordance with the principles and objectives of the Policy and in consideration of market benchmarks.
8. EXCEPTIONS
Pursuant to Article 123-ter, paragraph 3-bis, of the Consolidated Law on Finance (TUF) and Article 84-quater, paragraph 2-bis, subparagraph (c) of the Issuers' Regulations, a temporary derogation from the Policy described in this Section I of the Report is permitted in the event of exceptional circumstances, meaning those situations in which a derogation from the Policy is necessary to pursue the long-term interests and sustainability of the Company as a whole or to ensure its ability to remain in the market, such as, for example (i) the occurrence, at the national or international level, of extraordinary and unforeseeable events concerning the Group or the sectors and/or markets in which it operates, which may significantly affect the Group's results; (ii) the occurrence of substantial changes in the organization of business activities, whether of an objective nature (such as extraordinary transactions, mergers, divestitures, etc.) or of a subjective nature, such as changes in the composition of top management.
The provisions of the Policy from which, under exceptional circumstances, exceptions may be made for a limited period of time may concern:
- the fixed and variable (medium- to long-term) components of compensation;
- any bonuses (including sign-on bonuses), non-monetary benefits, incentive plans, insurance, social security, or pension coverage, or extraordinary payments;
- the provision, payment, and/or amount of benefits provided for in the event of termination of office or termination of the employment relationship;
- the remuneration of independent directors, directors serving on committees, and those holding specific positions (chairman, vice chairman, etc.).
With regard to the procedures under which an exception may be granted, any waiver of the Policy must be approved by the Board of Directors, after consulting the Remuneration Committee and, where appropriate, with the assistance of independent third parties, without prejudice to the provisions of Consob Regulation No. 17221 of March 12, 2010, regarding related-party transactions, and the procedure adopted by the Company regarding related-party transactions, where applicable.
The resolution of the Board of Directors shall determine the duration of such exemption and the specific provisions of the Policy that are being waived, in accordance with the foregoing.
Any approved exceptions to the Compensation Policy will be disclosed in the subsequent report on compensation and remuneration paid, along with the reasons that led the Company to make such exceptions.
9. CRITERIA FOR DETERMINING THE REMUNERATION OF THE SUPERVISORY BODY
The amount of compensation payable to the members of the Board of Statutory Auditors on an annual basis is determined by the Shareholders' Meeting pursuant to Article 2402 of the Italian Civil Code.
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For the sake of completeness, it is noted that the Shareholders’ Meeting scheduled for May 4, 2026, which will be called upon to appoint the new members of the Company’s Board of Statutory Auditors, will also resolve on the new total gross annual compensation for the members of the Board of Statutory Auditors.
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SECTION II - Remuneration Paid
PART A
The following table sets forth the compensation paid to members of the Board of Directors, the Board of Statutory Auditors, and executives with strategic responsibilities for the fiscal year ended December 31, 2025.
The compensation paid is consistent with the Company's compensation policy approved by the Board of Directors at its meeting on March 20, 2025, and by the Shareholders' Meeting on May 8, 2025.
1. REMUNERATION PAID
Directors
Fixed Component
On May 10, 2024, the Shareholders' Meeting resolved to set the total gross annual remuneration for the Board of Directors at €400,000.00 for each year of service, authorizing the Board of Directors to determine the allocation of such remuneration among the directors.
On May 13, 2024, the Board of Directors, after consulting with the Board of Statutory Auditors, resolved to allocate the aforementioned remuneration as follows:
- €72,000 for Chairman Renato Brunetti;
- €72,000 for Vice Chairman Marcello Vispi;
- €27,000 for Director Giampaolo Rossini;
- €27,000 for Director Paolo Bianchi;
- €27,000 for Director Maurizio Tucci;
- €27,000 for independent council member Barbara Ricciardi;
- €27,000 for independent council member Alessandra Bucci;
- €27,000 for independent council member Stefania Argentieri Piuma;
- €27,000 for independent director Luca Annibaletti.
In accordance with the foregoing, with reference to the 2025 fiscal year, the members of the Board of Directors were paid, in addition to reimbursement of expenses incurred in the performance of their duties, the following gross annual compensation:
- €72,000 for Chairman Renato Brunetti;
25
- €72,000 for Vice Chairman Marcello Vispi
- €27,000 for director Giampaolo Rossini;
- €27,000 for Director Paolo Bianchi;
- €27,000 for Director Maurizio Tucci;
- €27,000 for independent council member Barbara Ricciardi;
- €27,000 for independent council member Alessandra Bucci;
- €27,000 for independent council member Stefania Argentieri Piuma;
- €27,000 for independent director Luca Annibaletti.
Furthermore, on May 13, 2024, the Board of Directors established the internal committees required by applicable laws and regulations and resolved to compensate the members of each committee as follows:
- €8,000.00 gross annually for each chair of each internal committee and
- €4,000.00 gross per year for each member of each internal committee.
With regard to participation in subcommittees during the 2025 fiscal year, the following gross compensation was paid:
- €8,000 for independent director Luca Annibaletti;
- €12,000 for independent director Barbara Ricciardi;
- €16,000 for independent director Alessandra Bucci;
- €12,000 for independent director Stefania Argentieri Piuma.
Variable Component
Please note that on May 24, 2023, the Company's Board of Directors approved the 2023–2025 equity-based incentive plan (the "2023–2025 Plan"), with a total duration of three years, from January 1, 2023, to December 31, 2025.
On September 12, 2023, the Board of Directors, among other things, designated the following executive directors as beneficiaries of the 2023–2025 Plan: Renato Brunetti, Chairman of the Board of Directors; Marcello Vispi, Vice Chairman of the Board of Directors; Giampaolo Rossini, executive director; and Paolo Bianchi, non-executive director.
As of the date of approval of this Report, the following rights have been granted to the aforementioned beneficiaries:
- Chairman of the Board of Directors Renato Brunetti: 11,000 rights;
- Vice Chairman of the Board of Directors Marcello Vispi: 8,500 rights;
- Executive Director Giampaolo Rossini: 1,250 rights.
- Non-executive Director Paolo Bianchi: 1,250 rights;
On March 31, 2026, during the approval of the consolidated financial statements for the year ended December 31, 2025, the Board of Directors (i) assessed the achievement of the Annual Target and the Annual ESG Target for the third cycle of the 2023–2025 Plan (covering the period from January 1, 2025, to December 31, 2025), noting that, given the achievement of the performance threshold for the Annual Target and the Annual ESG Target, the beneficiaries have earned the right to exercise the number of rights associated with the Annual Target and the Annual ESG Target, (ii) as well as the final assessment of the achievement of the Three-Year Objective.
For further information regarding the 2023-2025 Plan, please refer to the Report on Remuneration Policy and Compensation Paid for the 2024 fiscal year, approved by Unidata’s Board of Directors on March 20, 2025, and published on the Company’s website at investors.unidata.it, under the Governance / Shareholders’ Meeting section.
Furthermore, for more information on how the variable component of compensation contributes to the Company’s long-term results, please refer to Section I, Paragraph 3, “Components of Compensation,” as well as to Table 3A below.
[Furthermore, the Board of Directors has assessed the achievement of the EBITDA target related to the MBO, noting that, in light of the achievement of the aforementioned economic/financial target—assessed by comparing it with the consolidated Adjusted EBITDA as of December 31, 2025—the beneficiaries have met their MBO target objectives, which were subsequently verified by the Company’s relevant departments with respect to each MBO beneficiary.] [Note for the Company: to be confirmed].
Non-monetary benefits
In line with market practices, certain benefits have been provided for directors, including health insurance coverage and, more generally, standard non-monetary benefits (e.g., cell phone, computer).
Board of Statutory Auditors
On May 10, 2024, the Shareholders’ Meeting resolved to set the total gross annual remuneration for the Board of Statutory Auditors at €94,000.00 for each year of service, broken down as follows: €40,000.00 gross per year for the Chairman and €27,000.00 gross per year for each standing auditor.
In accordance with the foregoing, with reference to the 2025 fiscal year, the members of the Board of Statutory Auditors were paid the following gross annual compensation:
27
- €40,000 for Chairman Pierluigi Scibetta;
- €27,000 for standing auditor Antonia Coppola;
- €27,000 for standing auditor Luigi Rizzi; The alternate
auditors did not receive any compensation.
Executives with strategic responsibilities
Roberto Giacometti, as an executive with strategic responsibilities and the Company's Financial Reporting Officer, receives a gross annual fixed compensation of €176,300.00; and variable compensation (MBO) equal to a maximum of 23% of his gross annual salary.
In addition to the above, among the beneficiaries of the 2023-2025 Plan, the Board of Directors has also identified Mr. Giacometti as an Executive with Strategic Responsibilities of the Company.
As of the date of approval of this Report, [●] rights have been allocated to the aforementioned Strategic Executive
[Note for the Company: to be updated in light of the rights granted during 2025].
2. INDEMNITIES AND/OR OTHER BENEFITS FOR TERMINATION OF OFFICE OR TERMINATION OF EMPLOYMENT DURING THE FISCAL YEAR
As of the date of this Report, there are no agreements in place between the Issuer and the members of its Board of Directors providing for the payment of severance pay in the event of resignation, dismissal, and/or removal without just cause, or in any case of termination of employment following a tender offer.
3. EXCEPTIONS TO THE REMUNERATION POLICY APPLIED IN EXCEPTIONAL CIRCUMSTANCES
During the 2025 fiscal year, there were no deviations from the compensation policy.
4. APPLICATION OF EX POST CORRECTION MECHANISMS FOR THE VARIABLE COMPONENT
During the 2025 fiscal year, no ex post adjustment mechanisms were applied to the variable component of the compensation for participants in the 2023-2025 Plan.
5. COMPARATIVE INFORMATION
Total compensation of the members of the Board of Directors and the Board of Statutory Auditors
| Board of Directors | 2025 | 2024 |
|---|---|---|
| Renato Brunetti | 72,000 | 69,111 |
| Marcello Vispi | 72,000 | 69,111 |
| Paolo Bianchi | 27,000 | 24,472 |
| Giampaolo Rossini | 27,000 | 24,472 |
| Maurizio Tucci | 27,000 | 17,250 |
|---|---|---|
| Barbara Ricciardi | 27,000 + 12,000 | 24,472 |
| Alessandra Bucci | 27,000+16,000 | 24,472 |
| Stefania Argentieri Piuma | 27,000+12,000 | 24,472 |
| Luca Annibaletti | 27,000+8,000 | 17,250 |
| Board of Statutory Auditors | 2025 | 2024 |
| Pierluigi Scibetta | 40,000 | 32,841 |
| Antonia Coppola | 27,000 | 20,915 |
| Luigi Rizzi | 27,000 | 20,915 |
Summary of the Company's Results
| 2025 | 2024 | Percentage Change | |
|---|---|---|---|
| Total revenue | [●] | 101,307,446 | [●] % |
| Gross margin (EBITDA) | [●] | 27,007,848 | [●] % |
| Operating income (EBIT) | [●] | 15,934,874 | [●] % |
| Net income | [●] | 9,370,800 | [●] % |
Change in average employee compensation compared to the previous fiscal year
| 2025 | 2024 | |
|---|---|---|
| Change | €51,689 | €39,430 |
- INFORMATION REGARDING HOW THE COMPANY TOOK INTO ACCOUNT THE VOTE CAST BY THE SHAREHOLDERS' MEETING ON SECTION II OF THE REMUNERATION REPORT FOR THE 2024 FINANCIAL YEAR
During the Shareholders' Meeting held on May 8, 2025, no comments were made by the shareholders regarding Section II of the Remuneration Report concerning the compensation paid for the 2024 fiscal year, which was approved by a vote of 91.053% of the shareholders present at the Meeting.
PART B
The following provides a detailed breakdown of the compensation paid during the 2025 fiscal year, for any reason and in any form, by the Company to the administrative and control bodies, as well as, in aggregate form, to executives with strategic responsibilities.
The information in Tables 1, 2, 3A, and 3B is provided separately with reference to positions held within the Company and, where applicable, those held in subsidiaries and affiliates, whether listed or unlisted.
This includes all individuals who, during the fiscal year, held the position of member of the administrative and control bodies, general manager, or executive with strategic responsibilities, even for a portion of the period.
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TABLE 1 - Compensation paid to members of the administrative and control bodies, general managers, and other executives with strategic responsibilities
The following table sets forth the compensation for fiscal year 2025, calculated on an accrual basis, payable to the members of the Board of Directors and the Board of Statutory Auditors, the general managers, and executives with strategic responsibilities, in accordance with the provisions of Annex 3A, Schedule 7-bis, of the Issuers' Regulations.
This includes all individuals who held the aforementioned positions during the fiscal year, even for a portion of the year.
| (A) | (B) | (C) | (D) | (E) | (F) | (G) | (H) | (I) | (J) | (K) | (L) | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| First and last name | Position | Term of office | End of term | Fixed compensation | Compensation for participation in committees | Non-equity variable compensation | Non-monetary benefits | Other compensation | Total | Fair Value of Equity-Based Compensation | Severance pay upon termination of employment employment | |
| Borrowers and other incentives (*) | Profit sharing | |||||||||||
| Board of Directors | ||||||||||||
| Renato Brunetti | Chairman and Executive Director | Jan. 1, 2025–12/31/25 | Shareholders' Meeting approving 2026 | €257,000 | €257,000 € | |||||||
| Of which Company compensation | €72,000 | €72,000 | ||||||||||
| Of which remuneration from subsidiaries and affiliates | €185,000 | 185,000 | ||||||||||
| Marcello Vispi | Vice President and Executive Director | Jan. 1, 2025–12/31/25 | Shareholders' Meeting Approval of 2026 Financial Statements | €212,000 | €212,000 | |||||||
| Of which Company compensation | €72,000 | €72,000 |
| Of which remuneration from subsidiaries and affiliates | €140,000 | €140,000 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Giampaolo Rossini | Executive Director | 01/01/25-12/31/25 | Meeting Approval of the 2026 budget | €27,000 | €20,640(*) | Outstanding pay from department: €120,000 | €167,640 | |||||
| Of which Company compensation | €27,000 | €20,640(*) | Unpaid salaries €120,000 | €167,640 € | ||||||||
| Of which fees from subsidiaries and affiliates | ||||||||||||
| Paolo Bianchi | Non-executive director | Jan. 1, 2025-12/31/25 | Shareholders' Meeting Approval of 2026 financial statements | €27,000 | 7,000+2,000(*) | Unpaid salaries from the department: €48,707 | 84,707 | |||||
| Of which Company compensation | €27,000 | €7,000 + €2,000 €(*) | Unpaid wages from employees 48,707 € | €84,707 | ||||||||
| Of which fees from subsidiaries and affiliates | ||||||||||||
| Maurizio Tucci | Non-executive director | 01/01/25-12/31/25 | Shareholders' Meeting Approval of 2026 financial statements | €27,000 | €27,000 | |||||||
| Of which Company compensation | €27,000 | €27,000 | ||||||||||
| Of which compensation from subsidiaries and affiliates | ||||||||||||
| Of which compensation from subsidiaries and affiliates |
| Luca Annibaletti | Independent Director | Jan. 1, 2025–12/31/25 | Shareholders’ Meeting
Approval of 2026 financial statements | €27,000 | €8,000 | | | | | €35,000 | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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| Of which Company compensation | €27,000 | €8,000 | €35,000 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Of which compensation from subsidiaries and affiliates | ||||||||||||
| Barbara Ricciardi | Independent Director | Jan. 1, 2025-12/31/25 | Shareholders' Meeting approving 2026 financial statements | €27,000 | €12,000 | €39,000 | ||||||
| Of which: compensation paid by the Company | €27,000 | €12,000 | €39,000 | |||||||||
| Of which compensation from subsidiaries and affiliates | ||||||||||||
| Alessandra Bucci | Independent Director | Jan. 1, 2025-12/31/25 | Shareholders' Meeting approving 2026 financial statements | €27,000 | €16,000 | €43,000 | ||||||
| Of which Company compensation | €27,000 | €16,000 | €43,000 | |||||||||
| Of which compensation from subsidiaries and affiliates | ||||||||||||
| Stefania Argentieri Piuma | Independent Director | Jan. 1, 2025-12/31/25 | Shareholders' Meeting Approval of 2026 financial statements | €27,000 | €12,000 | €39,000 | ||||||
| Of which Company compensation | €27,000 | €12,000 | €39,000 | |||||||||
| Of which: compensation from subsidiaries and affiliates | ||||||||||||
| (I) Compensation at the company preparing the financial statements | [•] | [•] | [•] |
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| (II) Remuneration from subsidiaries and affiliates | [•] | [•] | [•] | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (III) Total | [•] | [•] | [•] | |||||||||
| Board of Statutory Auditors | ||||||||||||
| Pierluigi Scibetta (*) | Chairman | Jan. 1, 2025~12/31/25 | Annual Shareholders' Meeting 2025 | €40,000 | - | - | - | - | - | Euro 40,000 | - | - |
| Of which Company compensation | €40,000 | - | - | - | - | - | Euro 40,0001 | - | - | |||
| Of which fees from subsidiaries and affiliates | - | - | - | - | - | - | - | - | - | |||
| Antonia Coppola (*) | Standing Auditor | 01/01/25-12/31/25 | Annual Shareholders' Meeting 2025 | €27,000 | - | - | - | - | - | Euro 27,000 | - | - |
| Of which Company compensation | €27,000 | - | - | - | - | - | Euro 27,000 | - | - | |||
| Of which fees from subsidiaries and affiliates | - | - | - | - | - | - | - | - | - | |||
| Luigi Rizzi (*) | Standing Auditor | 01/01/25-12/31/25 | Annual Shareholders' Meeting 2025 | €27,000 | - | - | -- | - | - | Euro 27,000 | ||
| Of which Company compensation | €27,000 | - | - | -- | - | - | Euro 27,000 |
| Of which fees from subsidiaries and affiliates | - | - | - | - | - | - | - | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (I) Compensation at the company preparing the financial statements | - | - | - | - | - | - | - | - | ||||
| (II) Compensation from subsidiaries and affiliates | - | - | - | - | - | - | - | - | - | |||
| (III) Total | €94,000 | - | - | - | - | - | €94,000 | - | - | |||
| Executives with strategic responsibilities | ||||||||||||
| Roberto Giacometti | Strategic Executive | 01/01/25-12/31/25 | - | 32,640 | Annual salary: €175,250 | €207,890 | ||||||
| Of which Company compensation | {●} € + {●} €(*) | Annual salary: {●} € | {●} € | |||||||||
| Of which compensation from subsidiaries and affiliates | ||||||||||||
| (I) Compensation at the company preparing the financial statements | - | - | - | - | - | - | - | - | ||||
| (II) Compensation from subsidiaries and affiliates | - | - | - | - | - | - | - | - | - | |||
| (III) Total | - | - | - | - | - | - | - | - |
(*) This amount represents the MBO awarded upon achieving 100% of the defined objectives. Consequently, it is to be understood as the maximum amount payable.
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TABLE 2 – Stock options granted to members of the Board of Directors, general managers, and other executives with strategic responsibilities
No stock option plans are in place for members of the board of directors and other executives with strategic responsibilities; therefore, the relevant table is not provided.
TABLE 3A - Incentive plans based on financial instruments, other than stock options, for members of the Board of Directors, general managers, and other executives with strategic responsibilities
| Financial instruments granted to previous fiscal years not yet vested during the fiscal year | financial instruments assigned in the course of the fiscal year | Financial instruments vested during the fiscal year and not granted | Financial instruments duly entitled to the fiscal year and attributable | Financial instruments attributable to the fiscal year | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| A | B | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | (9) | (10) | (11) | (12) |
| First Name of the fullest name | Upland | 2023-2025 | Number and type of financial instruments | Vesting period | Number and type of financial instruments | Fair value as of grant date | Vesting period | Grant date | Market price at grant | Number and type of financial instruments | Number and type of financial instruments | Value at maturity date (1st/30/2025) | Fair value |
| Renato Brunetti | Presi and | Plan Incentive on equity 2023-2025 | 2,000 rights corresponding amounting to 2,000 shares Unidata | Annual (2023, 2024, 2025) and Three-year (2023-2025) | 2,500 Rights corresponding to no. 2,500 Unidata shares | €2,895 | 2023 - 2024-2025 | May 23, 2025 | €3.02 | - | 11,000 Rights corresponds to no. 11,000 Shares Unidata | €2.89 | (*) |
| Marcello Vispi | Vice - Taken from and | Plan Incentives on a share 2023-2025 | 2,000 rights corresponding to 2,000 shares Unidata | Annual (2023, 2024, 2025) and Three-year (2023-2025) | 2,500 Rights corresponding to no. 2,500 Shares Unidata | €2,895 | 2023 - 2024-2025 | May 23, 2025 | €3.02 | - | 8,500 Rights corresponds to no. 8,500 Shares Unidata | €2.89 | (*) |
| Giampaolo Rossini | Minist er Administrator | Plan Incentives on a share basis shareholders 2023-2025 | No. 1,000 fees corresponding to no. 1,000 shares Unidata | Annual (2023, 2024, 2025) and Three-year (2023-2025) | 1,250 Rights corresponding to no. 1,250 Shares Unidata | €2,895 | 2023 – 2024–2025 | May 23, 2025 | €3.02 | - | 5,500 Rights corresponds to no. 5,500 Shares Unidata | €2.89 | [•] |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Paolo Bianchi | Admin Adminstrator | Plan Incentives on share-based 2023-2025 | No. 1,000 fees corresponding amounting to 1,000 shares Unidata | Annual (2023, 2024, 2025) and Three-year (2023-2025) | 1,250 Rights corresponding to no. 1,250 Actions Unidata | €2,895 | 2023 – 2024–2025 | May 23, 2025 | €3.02 | - | 5,500 Rights corresponds to no. 5,500 Actions Unidata | €2.89 | [•] |
| No. 1 Executive Strategic | CFO | Plan Incentives one on a share 2023-2025 | No. 1,000 rights corresponding to 1,000 shares Unidata | Annual (2023, 2024, 2025) and Three-year (2023-2025) | 1,250 Rights corresponding to no. 1,250 Shares Unidata | €2,895 | 2023 – 2024–2025 | May 23, 2025 | €3.02 | - | 5,500 Rights corresponds to no. 5,500 Shares Unidata | €2.89 | [•] |
| (i) Compensation in Unidata | Plan A (date of of resolution) | ||||||||||||
| Plan B (date of of the resolution) | |||||||||||||
| Plan C (date of of the resolution) |
| (II) Compensation from subsidiaries
and associates | Plan A (date relating resolution) | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | Plan B (date regarding of resolution) | | | | | | | | | | | | |
| (III) Total | | 7,000 rights corresponding to 7,000 shares Unidata | | 8,750 rights corresponding to 8,750 Unidata shares | | | | | | | 36,000 Rights corresponding to 36,000 Unidata shares | | |
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TABLE 3B – Monetary incentive plans for members of the board of directors, general managers, and other executives with strategic responsibilities
No monetary incentive plans are provided for members of the board of directors, general managers, and other executives with strategic responsibilities; therefore, the relevant table is not presented.
FORM NO. 7-TER - Form regarding information on equity interests held by members of the administrative and supervisory bodies, general managers, and other executives with strategic responsibilities
TABLE 1: Equity interests of members of the administrative and supervisory bodies and general managers
| LAST NAME AND FIRST NAME | POSITION | INVESTED COMPANY | NUMBER OF SHARES HELD AT THE END OF THE FISCAL YEAR PREVIOUS | NUMBER OF SHARES PURCHASED | NUMBER OF SHARES SOLD | NUMBER OF SHARES HELD AT THE END OF THE FISCAL YEAR CURRENT |
|---|---|---|---|---|---|---|
| Renato Brunetti | Chairman and Executive Director | Unidata | [★] | - | - | [★] |
| Giampaolo Rossini | Executive Director | Unidata | [★] | - | - | [★] |
| Marcello Vispi | Executive Director | Unidata | [★] | - | - | [★] |
| Paolo Bianchi | Non-executive Director | Unidata | [★] | - | - | [★] |
| Maurizio Tucci | Non-executive Director | Unidata | – | – | – | – |
|---|---|---|---|---|---|---|
| Barbara Ricciardi | Independent Director | – | – | – | – | – |
| Alessandra Bucci | Independent Director | – | – | – | – | – |
| Stefania Argentieri Piuma | Independent Director | – | – | – | – | – |
| Luca Annibaletti | Independent Director | – | – | – | – | – |
| Pierluigi Scibetta | President | – | – | – | – | – |
| Antonia Coppola | Standing Auditor | – | – | – | – | – |
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TABLE 2: Shareholdings of other executives with strategic responsibilities
| NUMBER | | NUMBER OF SHARES HELD AT THE END OF THE FISCAL YEAR
PREVIOUS | NUMBER OF SHARES PURCHASED | NUMBER OF SHARES SOLD | NUMBER OF SHARES HELD AT THE END OF THE FISCAL YEAR
ONGOING |
| --- | --- | --- | --- | --- | --- |
| EXECUTIVES WITH | COMPANY | | | | |
| IN WHICH | IN WHICH THEY HOLD A | | | | |
| STRATEGIC | | | | | |
| 1 | Unidata | 2250 | - | - | 7,750 |