Zignago Vetro — Remuneration Information 2019

Mar 29, 2019

Annual Remuneration Report

in accordance with Article 123-ter of the CFA and 84-quater of the Issuers' Regulation

Issuer: Zignago Vetro S.p.A.

Website: www.gruppozignagovetro.com

Date of approval of Report: 19/03/2019

CONTENTS

	Pag.
Glossary	3
SECTION I
Introduction	4
Objectives	4
Appointments and Remuneration Committee	4
Policies	5
Director Remuneration	7
Committee Remuneration	7
Remuneration policy for independent directors and senior directors	7
Non-monetary benefits	7
Incentive plans	8
Clauses for the maintenance in portfolio of financial instruments	8
SECTION II – first part
Board of Directors' fees	9
Board of Statutory Auditors' fees	12
Senior executive remuneration	13
SECTION II – second part
TABLE 1: Remuneration of the Board of Directors, Board of Statutory Auditors, General	14
Managers and Senior Executives
Information on Shareholdings of the Board of Directors, Board of Statutory Auditors, General	15
Managers and other Senior Executives
TABLE 2: Shareholdings of the Board of Directors and Statutory Auditors and General	15
Managers
TABLE 3: Shareholdings of other Senior Executives	16

GLOSSARY

Borsa Italiana: Borsa Italiana S.p.A.

Self-Governance Code: The Self-Governance Code of listed companies approved in March 2006 (as subsequently amended) by the Corporate Governance Committee and promoted by Borsa Italiana S.p.A., ABI, ANIA, Assogestioni, Assonime and Confindustria and available at www.borsaitaliana.it/committee-corporate-governance.

Board or Board of Directors: the Board of Directors of the Issuer.

Issuer or the Company: Zignago Vetro S.p.A.

Year: The financial year ending December 31, 2018.

Issuers' Regulation: Consob Regulation 11971/99 and subsequent amendments and supplements.

Report: The present Remuneration Report prepared in accordance with Article 123-ter CFA and 84 quater of the Issuers' Regulation.

By-Laws: The By-Laws of Zignago Vetro S.p.A..

CFA or Legislative Decree 58/98: Legislative Decree of February 24, 1998, No. 58 and subsequent amendments and additions.

Section I

Introduction

The Company draws up and applies a general remuneration policy which attracts, motivates and retains individuals possessing the professional standards required to achieve Group objectives.

The policy was developed on the basis of a clear and transparent process and in which the Shareholders' Meeting, the Board of Directors of the Company, the Board of Statutory Auditors and the Appointments and Remuneration Committee all play a central role.

In accordance with Article 17.9 of the By-laws, Directors remuneration for the duration of the mandate is established by the Shareholders' Meeting on their appointment, also through establishing a total amount in accordance with Article 2389, third paragraph of the civil code. This remuneration may also comprise a fixed part and a variable part, the latter based on the reaching of pre-set objectives. The Bylaws, in addition, establish that the remuneration of Senior Directors is determined by the Board of Directors, after consulting with the Board of Statutory Auditors.

The remuneration policies for Senior Directors, both concerning the fixed part and the variable part, are proposed annually by the Appointments and Remuneration Committee and submitted for the approval of the Board of Directors of the Company, following approval by the Board of Statutory Auditors.

Policies and objectives

The remuneration policy of the Company both recognises the contribution of Directors and personnel through a remuneration policy based in part on the reaching of company and individual performance objectives and also seeks to ensure the retention of Directors and strategic personnel.

The remuneration policy of the Company provides also that the remuneration of executive directors and senior executives comprises both fixed and variable components, which are appropriately balanced on the basis of the strategic objectives and the risk management policy of the company, taking into account also the sector in which the Issuer operates. The fixed component of this remuneration should sufficiently remunerate the level of professional service of the beneficiary in the case in which the variable component was not paid due to the performance objectives not being met, indicated by the Board of Directors for the executive directors, or by the Chief Executive officer for the senior executives. With reference to the variable components, the remuneration policy of the Company ensures that a significant part of the remuneration of Executive Directors and Senior Management is incentive-based, subject to the achievement of company and individual performance objectives.

The gross annual remuneration of Non-Executive Directors is not based on the achievement of financial targets but on the commitment required of each in their respective roles.

Indemnity of directors and senior managers in the case of dismissal and termination of employment following a public purchase offer is not provided for.

On this basis the appointments and remuneration committee drew up the proposal for the structure of the remuneration of directors and senior executives of the Company for the years 2016-2018. The Board of Directors March 11, 2016 approved the remuneration policy of the directors of the company, in line with the proposal of the Appointments and Remuneration Committee, related to the economic results of the Group and/or the achievement of specific particularly challenging objectives indicated by the Board of Directors or, in the case of Senior Executives, by the CEO and is subject to the reaching of objectives, measured on the basis of economic-financial indicators for the Group, including revenues, EBITDA, EBIT and ROI.

Also on March 11; 2016, within the remuneration policy and to the benefit of the executive directors and senior executives, with the favourable opinion of the Appointments and Remuneration Committee, the Board of Directors also approved the "2016-2018 Monetary Long-term Incentive Plan Regulation" with the objective, through the introduction of a long-term variable remuneration component, to:

• adopt a motivation and engagement instrument, linking the remuneration of Top Management to the medium/long-term performance;
• align managerial goals with the interests of shareholders, in line with best practice for listed companies and the Self-Governance Code;
• introduce an ongoing remuneration package component which is currently absent, which is:
  • frequently used by the market and appreciated by stakeholders (investors, proxy advisors);
  • effective in terms of retention and attraction.

The 2016-2018 Plan is an incentive and loyalty instrument which, as part of the remuneration policy of Zignago Vetro, recognises the contribution of the Beneficiaries to achieving the expected minimum EBITDA growth objective at December 31, 2018.

The 2016-2018 Plan provides for the measurement of the EBITDA performance to December 31, 2018, the comparison of this amount with the minimum expected amount (EBITDA threshold) and the issue of any bonus maturing on a single occasion (approval of the 2018 Annual Accounts).

The claw back clause, established in the 2016-2018 Plan regulation, may be applied by the Board of Directors, having consulted the Appointments and Remuneration Committee.

The Committee noted that the company confirmed, for financial year 2019, the MBO calculation parameters previously assumed for financial year 2018, indicating the consistency of the performance objectives with the operating activities and company strategies. The tables approved and subscribed by the beneficiaries is maintained in the company records.

The Board of Directors on March 19, 2019, following the conclusion of the 2016-2018 incentive remuneration period, having received the favourable opinion of the Appointments and Remuneration Committee and consulted the Board of Statutory Auditors, approved the proposal to the Shareholders' Meeting (called for April 29, 2019 in first call and, in second call, for May 2, 2019), the approval, as per Article 114-bis of the CFA, of an incentive plan called the "2019-2021 Stock Option Plan" (the "Plan") reserves to the Chairman and/or Chief Executive Officer of the company, in addition to the senior executives on the company's internal executive committee, as identified by name (the "Beneficiaries").

This Plan stipulates the free assignment to Beneficiaries of options for the paid subscription and/or purchase of a maximum 1,320,000 ordinary shares of the Company, in the ratio of (1) share for each option, according to the terms and conditions of the Plan. In particular, the options may be exercised by the Beneficiaries on condition that, in the period between October 1 and December 31, 2021, the average official closing price of the ordinary shares of the company is equal to or above Euro 9.70. The vesting period, during which the assigned options may not be exercised, is fixed between the allocation date and the maturation date of the options. The Plan duration is until December 31, 2024.

With regards to the effects from the conclusion of the administration and/or employee relationship of the beneficiaries of the 2019-2021 Stock Option Plan and for further information, reference should be made to the disclosure document prepared as per Article 84-bis and Scheme 7 of Annex 3A of the Issuers' Regulation, available on the company website at www.gruppozignagovetro.com Corporate Governance section.

The Appointments and Remuneration Committee indicates however that the above Stock Option Plan does not follow the recommendation of the Self-Governance Code set out in Criterion 6.C.2., letter c), taking account also of the long-term relationship between the company and the Top Management beneficiary of the plan.

Appointments and Remuneration Committee

The Remuneration Committee was appointed with Board motion of March 22, 2007. The Board of Directors' meeting of April 28, 2016 re-elected the members of the Remuneration Committee, in the persons of Franco Moscetti (Non-Executive and Independent Director), Daniela Manzoni (Non-

Executive and Independent Director) and Stefano Marzotto (Non-Executive Director). The Board, at the time of the appointment, evaluated and considered adequate the financial and accounting qualifications of the members of the Committee.

The company, also in consideration of the results of the self-assessment process, decided not to set up an Appointments Committee, instead preferring to assign these functions to the Remuneration Committee, which therefore on March 15, 2018 changed its name to the Appointments and Remuneration Committee.

The Appointments and Remuneration Committee is assigned the duties to:

– play a consultative role in identifying directors of appropriate professional standing and expertise on the appointment of the Board of Directors, in order to improve the efficiency and functioning of the Board. It also has an investigative and consultative role with regards to matters presenting an increased risk of conflicts of interest:

and also has the duty to:

• draw up proposals for the Board of Directors in relation to the remuneration of executive directors and senior executives, in addition to the fixing of the performance objectives related to the variable component of this remuneration;
• monitor the application of the decisions of the Board of Directors concerning the remuneration policy and the effective reaching of the performance objectives;
• periodically evaluate the adequacy, the overall compliance and the application of the remuneration policy, including the remuneration criteria adopted, of directors and senior executives, also using information provided by the Chief Executive Officers and draw up for the Board of Directors general recommendations in this regard.

In this regard, the Appointments and Remuneration Committee approved the fixed remuneration quantification criteria, in addition to the formulas for the calculation of the variable portion of remuneration (MBO), to be allocated to the executive directors, setting out the respective allocation ratios and verifying the correct application of these remuneration ratios with regards to the results achieved in financial year 2018.

With the approval of the financial statements at December 31, 2018, the 2016-2018 Incentive Plan previously mentioned concluded and featured the achievement of the pre-established performance objectives. The Committee verified the correct application of the bonus calculation criteria following the achievement of the performance conditions and the relative assignment to each beneficiary.

In the carrying out of its functions, the Appointments and Remuneration Committee has full access to the information and to the corporate functions necessary for the carrying out of its remit and does not require the use of external consultants, as availing of the support of internal structures.

In 2018 the Appointments and Remuneration Committee met on two occasions and the relative minutes were duly kept.

Director Remuneration

In accordance with Article 2389 of the Civil Code, the remuneration of all members of the Board of Directors is established on appointment: the Shareholders' Meeting establishes in fact a gross amount due to each individual director for the duration of the appointment.

On April 28, 2016, the Board of Directors established, among other issues, the breakdown among the members of the Board of Directors of the total gross annual remuneration of Euro 240,000 approved by the Shareholders' Meeting of April 28, 2016. In particular, the Board at the same meeting established a gross fixed annual remuneration of Euro 20,000 for each Director, in addition to Euro 2,000 as a fee for attendance at each Board meeting. In addition, the Lead Independent Director was assigned an additional pro-rata gross fixed remuneration of Euro 10,000.

Committee Remuneration

In relation to Directors sitting on the Control and Risks Committee, the Board of Directors on April 28, 2016 allocated a pro-rata gross annual fixed remuneration of Euro 15,000 for the position.

In relation to Directors sitting on the Remuneration Committee, the Board of Directors on April 28, 2016 allocated a pro-rata gross annual fixed remuneration of Euro 15,000 for the position.

In relation to Directors sitting on the Related Parties Committee, the Board of Directors on April 28, 2016 allocated a pro-rata gross annual fixed remuneration of Euro 15,000 for the position.

Remuneration policy for independent directors and senior directors

At the date of the present report, the company has not adopted any remuneration policy in relation to independent directors.

On April 28, 2016, the Board of Directors approved remuneration for senior directors for the years 2016, 2017 and 2018, and however until the Shareholders' Meeting which will be called to approve the 2018 Annual Accounts, of Euro 650,000 annually, as a gross fixed pro-rata amount.

Non-monetary benefits

The remuneration policy of the Company also establishes the recognition of certain non-monetary benefits to the Chairman of the Board of Directors, the Chief Executive Officer and Executives. This concerns in particular the provision of a company car and obligatory health insurance coverage. The remuneration policy approved by the Company does not provide for other insurance coverage, social security or pension provisions in addition to those obligatorily required.

Clause for the maintenance in portfolio of financial instruments

At the date of the present report, the Company has not signed agreements which include clauses for the maintenance in portfolio of financial instruments after their acquisition.

Section II

FIRST PART

1. BOARD OF DIRECTORS' FEES

Paolo Giacobbo, Chairman & Chief Executive Officer

The Board of Directors on April 28, 2016, on the basis of indications from the Remuneration Committee, awarded to Mr. Paolo Giacobbo a pro-rata gross fixed annual remuneration of Euro 20,000 for the position of director, in addition to a fee of Euro 2,000 for attendance at each Board meeting. With the motion, the Board of Directors also allocated a pro-rata annual gross fixed remuneration of Euro 150,000 for the office of Chairman and, for the office of Chief Executive Officer a pro-rata gross fixed annual remuneration of Euro 335,000, in addition to variable remuneration with a reference base of Euro 165,000, based on economicfinancial quantitative indicators concerning the Company, in addition to individual performance bonuses, on the basis of financial years 2016, 2017 and 2018 and however until the Shareholders' Meeting for the approval of 2018 Annual Accounts.

During the year, the Chairman and Chief Executive Officer Mr. Paolo Giacobbo, was also recognised non-monetary benefits of Euro 4,626, concerning the use of a company car and insurance coverage.

Nicolò Marzotto, Vice Chairman of the Board of Directors

The Board of Directors on April 28, 2016 allocated to the Director Mr. Nicolò Marzotto a gross fixed annual remuneration of Euro 20,000, in addition to a fee of Euro 2,000 for attendance at each Board meeting.

In addition, the Director received pro-rata gross annual remuneration of Euro 20,000 as the Vice Chairman of the Board of Directors for each of the years 2016, 2017 and 2018.

Alessia Antonelli, Non-Executive and Independent Director

The Board of Directors on April 28, 2016 allocated to the Non-Executive Director Ms. Alessia Antonelli a gross fixed annual remuneration of Euro 20,000, in addition to a fee of Euro 2,000 for attendance at each Board meeting.

The Director also received pro-rata gross annual remuneration of Euro 15,000 as a member of the Control and Risks Committee and pro-rata gross annual remuneration of Euro 15,000 as a member of the Related Parties Transactions Committee.

Ferdinando Businaro, Non-Executive Director

The Board of Directors on April 28, 2016 allocated to the Non-Executive Director Mr. Ferdinando Businaro a gross fixed annual remuneration of Euro 20,000, in addition to a fee of Euro 2,000 for attendance at each Board meeting.

The Director also received pro-rata gross annual remuneration of Euro 15,000 as a member of the Related Parties Transactions Committee.

Giorgina Gallo, Non-Executive and Independent Director

The Board of Directors on April 28, 2016 allocated to the Non-Executive Director Ms. Giorgina Gallo a gross fixed annual remuneration of Euro 20,000, in addition to a fee of Euro 2,000 for attendance at each Board meeting.

The Director also received pro-rata gross annual remuneration of Euro 15,000 as a member of the Control and Risks Committee.

Franco Grisan, Non-Executive Director

The Board of Directors on April 28, 2016 allocated to the Non-Executive Director Mr. Franco Grisan a gross fixed annual remuneration of Euro 20,000, in addition to a fee of Euro 2,000 for attendance at each Board meeting.

Daniela Manzoni, Non-Executive and Independent Director

The Board of Directors on April 28, 2016 allocated to the Non-Executive Director Ms. Daniela Manzoni Suppiej pro-rata gross fixed annual remuneration of Euro 20,000, in addition to a fee of Euro 2,000 for attendance at each Board meeting.

The Director also received pro-rata gross annual remuneration of Euro 15,000 as a member of the Remuneration Committee.

Gaetano Marzotto, Non-Executive Director

The Board of Directors on April 28, 2016 allocated to the Non-Executive Director Mr. Gaetano Marzotto a gross fixed annual remuneration of Euro 20,000, in addition to a fee of Euro 2,000 for attendance at each Board meeting.

Luca Marzotto, Non-Executive Director

The Board of Directors on April 28, 2016 allocated to the Non-Executive Director Mr. Luca Marzotto a gross fixed annual remuneration of Euro 20,000, in addition to a fee of Euro 2,000 for attendance at each Board meeting.

The Director also received pro-rata gross annual remuneration of Euro 15,000 as a member of the Internal Control Committee.

Stefano Marzotto, Non-Executive Director

The Board of Directors on April 28, 2016 allocated to the Non-Executive Director Mr. Stefano Marzotto a gross fixed annual remuneration of Euro 20,000, in addition to a fee of Euro 2,000 for attendance at each Board meeting.

The Director also received pro-rata gross annual remuneration of Euro 15,000 as a member of the Remuneration Committee.

Franco Moscetti, Non-Executive Director and Lead Independent Director

The Board of Directors on April 28, 2016 allocated to the Non-Executive Director Mr. Franco Moscetti a gross fixed annual remuneration of Euro 20,000, in addition to a fee of Euro 2,000 for attendance at each Board meeting.

The Director also received pro-rata gross annual remuneration of Euro 15,000 as a member of the Remuneration Committee.

Finally, the Director was also appointed Lead Independent Director and for this role is recognised pro-rata gross annual remuneration of Euro 10,000.

Manuela Romei, Non-Executive and Independent Director

The Board of Directors on April 28, 2016 allocated to the Non-Executive Director Ms. Manuela Romei a gross fixed annual remuneration of Euro 20,000, in addition to a fee of Euro 2,000 for attendance at each Board meeting.

The Director also received pro-rata gross annual remuneration of Euro 15,000 as a member of the Related Parties Transactions Committee.

2. BOARD OF STATUTORY AUDITORS FEES

Alberta Gervasio, Chairman of the Board of Statutory Auditors

The Shareholders' Meeting of April 28, 2016 allocated to the Chairman of the Board of Statutory Auditors Ms. Alberta Gervasio pro-rata gross annual remuneration of Euro 22,500, in addition to the reimbursement of expenses incurred for the discharge of office.

Stefano Meneghini, Statutory Auditor

The Shareholders' Meeting of April 28, 2016 allocated to the Statutory Auditor Mr. Stefano Meneghini pro-rata gross annual remuneration of Euro 15,000, in addition to the reimbursement of expenses incurred for the discharge of office.

Carlo Pesce, Statutory Auditor

The Shareholders' Meeting of April 28, 2016 allocated to the Statutory Auditor Ms. Carlo Pesce pro-rata gross annual remuneration of Euro 15,000, in addition to the reimbursement of expenses incurred for the discharge of office.

3. REMUNERATION OF SENIOR EXECUTIVES

In relation to Senior Executives, during the year overall gross remuneration was allocated of Euro 1,697,593.

SECOND PART

TABLE 1: Remuneration of the Board of Directors, Board of Statutory Auditors, General Managers and Senior Executives

Name	Office	Period of office	Fixed Remuner.	Remunerati on for committee participatio n	Non-equity variable remuneration		Non monetary benefits	Other remuner ation	Total remuneration	Fair Value of equity remuner ation	Post employm ent benefits
					Bonuses and other incentives	Profit sharing
Board of Directors in office until the approval of the 2018 Annual Accounts
Paolo Giacobbo	Chairman & Chief Executive Officer	01.01.18- 31.12.18	505,000		234,394		4,626		744,020	-	-
Nicolò Marzotto	Vice Chairperson	01.01.18- 31.12.18	50,000						50,000	-	-
Alessia Antonelli	Director	01.01.18- 31.12.18	30,000	30,000					60,000	-	-
Ferdinando Businaro	Director	01.01.18- 31.12.18	30,000	15,000					45,000	-	-
Giorgina Gallo	Director	01.01.18- 31.12.18	30,000	15,000					45,000	-	-
Franco Grisan	Director	01.01.18- 31.12.18	30,000				935		30,935	-	-
Daniela Manzoni	Director	01.01.18- 31.12.18	30,000	15,000					45,000	-	-
Gaetano Marzotto Director		01.01.18- 31.12.18	30,000						30,000	-	-
Luca Marzotto	Director	01.01.18- 31.12.18	30,000	15,000					45,000	-	-
Stefano Marzotto	Director	01.01.18- 31.12.18	30,000	15,000					45,000	-	-
Franco Moscetti	Director	01.01.18- 31.12.18	30,000	25,000					55,000	-	-
Manuela Romei	Director	01.01.18- 31.12.18	30,000	15,000					45,000	-	-
Total remuneration 2018			855,000	145,000	234,394	-	5,560	-	1,239,954	-	-
Total remuneration 2017			900,875	148,125	165,000	-	4,495	-	1,218,495	-	-
Total remuneration 2016			898,320	140,667	479,959	-	6,997	-	1,525,943	-	-
Total remuneration 2018 senior executives (7)			1,021,136		626,507		49,950		1,697,593	-	-
of which remuneration from company preparing the financial statements			1,021,136		626,507		49,950		1,697,593	-	-
of which remuneration from subsidiaries and associates			-		-		-		-	-	-
Total remuneration 2017 senior executives (7)			948,553		551,366		75,826		1,575,745	-	-
of which remuneration from company preparing the financial statements			948,553		551,366		75,826		1,575,745	-	-
of which remuneration from subsidiaries and associates			-		-		-		-	-	-
Total remuneration 2016 (7 executives)			917,922	-	421,304	-	77,830	-	1,417,056	-	-

SCHEDULE No. 7-ter: Information on Holdings of the Board of Directors and Statutory Auditors, General Managers and Senior Executives.

TABLE 2: Shareholdings of the Board of Directors, Board of Statutory Auditors and General Managers

Company: Zignago Vetro SpA

Name	Office	Number shares held at	Number shares acquired/	Number shares received for	Number shares sold	Number shares held at	Type of holding	Method of holding
		31.12.2017	subscribed	assignment		31.12.2018
Alessia Antonelli	Director	---	---	---	---	---
Bedei Chiara	Alternate Auditor	---	---	---	---	---
Businaro Ferdinando	Director	266,750	9,000	---	---	275,750	Owner	Indirect (1)
Conti Cesare	Alternate Auditor	---	---	---	---	---
Gervasio Alberta	Chair - Board of Stat. Auditors	---	---	---	---	---
Giorgina Gallo	Director	---	---	---	---	---
Giacobbo Paolo	Chairman & Chief Executive Officer	51,250	20,000	---	---	71,250	Owner	Direct
Grisan Franco	Director	74,790	---	---	---	74,790	Owner	Direct
Manzoni Daniela	Director	---	---	---	---	---
Marzotto Gaetano	Director	632,500	---	---	---	632,500	Owner	Indirect (1)
Marzotto Luca	Director	---	---	---	---	---
Marzotto Nicolò	Vice Chairman of the Board of Directors	200,000	---	---	---	200,000	Owner	Indirect (1)
Marzotto Stefano	Director	30,000	30,000	---	20,000	40,000	Owner	Spouse
		---	20,500	---	---	20,500	Owner	Direct
		1,170,000	19,000	---	19,000	1,170,000	Owner	Indirect (1)
		1,200,000	69,500	---	39,000	1,230,500
Meneghini Stefano	Statutory Auditor	---	---	---	---	---
Moscetti Franco	Director	---	---	---	---	---
Pesce Carlo	Statutory Auditor	---	---	---	---	---
Romei Manuela	Director	---	---	---	---	---

(1) Through subsidiaries, trust companies or nominees

TABLE 3: Shareholdings of other Senior Executives

	Number	Number	Number	Number	Number	Type	Method
	shares	shares	shares	shares	shares	of	of
	held at	Acquired/	received for	sold	held at	holding	holding
	31.12.2017	subscribed	assignment		31.12.2018
Total (7 executives)	41,370	5,500	---	(23,100)	18,770	owner	direct

Company: Zignago Vetro SpA