Arnoldo Mondadori Editore S p A : Report on Remuneration Policy and fees paid FY2025 (4 mb)

Tax code and Register of Companies of Milan-Monza Brianza-Lodi 07012130584

LETTER FROM THE CHAIR 3

1. GOVERNANCE OF THE PROCESS FOR THE DEFINITION OF THE REMUNERATION

   POLICY 30

   1. Bodies and individuals involved 30

   2. The Remuneration & Appointments Committee 30

2. ADDRESSEES AND AIM OF THE POLICY… 34

3. GUIDING PRINCIPLES OF REMUNERATION 35

4. DURATION OF THE POLICY 36

5. USE OF INDEPENDENT EXPERTS FOR DEFINING THE POLICY… 36

6. POLICIES FOR FIXED AND VARIABLE REMUNERATION COMPONENTS 36

7. CLAW-BACK CLAUS 52

8. DEROGATIONS IN THE EVENT OF EXTRAORDINARY TRANSACTIONS AND UNFORESEEN

   SIGNIFICANT CIRCUMSTANCES 52

9. ONE-OFF EXTRAORDINARY BONUSES AND SPECIAL PROJECTS 53

10. TREATMENT IN THE EVENT OF TERMINATION OF OFFICE OR THE EMPLOYMENT

RELATIONSHIP 54

PART ONE - IMPLEMENTATION OF THE 2025 POLICY 58

1. Final Group Performance indicators 58

2. Remuneration and fees paid 61

3. Pay Mix 68

4. Variation in remuneration and Company performance' 69

PART TWO - ANALYTICAL DESCRIPTION OF REMUNERATION PAID OUT DURING THE

FINANCIAL YEAR 71

Dear Shareholders,

As Chair of the Remuneration Committee, I would like to explain the principles and criteria that inform our remuneration policy proposals. These choices are one of the most important tools for implementing Mondadori's strategy.

In continuity with the previous policy, the 2026 Remuneration Policy is based on four essential pillars: transparency, fairness, meritocracy and sustainability. The policy aims to promote a strongly results-oriented culture, support the Group's growth and ensure full consistency between long-term sustainable value generation, the protection of shareholders' interests and responsible risk management.

The remuneration structure is designed to reinforce this alignment by incorporating a variable component that is divided into two distinct time periods and is directly linked to the achievement of clear, challenging and measurable objectives that are consistent with the Business Plan and stakeholder expectations. The short-term component (MBO) depends on annual performance at both the Group and individual levels. Its aim is to enhance accountability and concrete contributions to yearly results. On the other hand, the medium-to-long-term component (LTI) is focused on implementing the three-year strategy and encouraging the various Areas to converge on common, measurable and sustainable goals.

The Committee constantly monitors developments in the regulatory environment and best market practices to ensure the remuneration system is fully aligned with the highest governance standards. In this context, we pay particular attention to the link between incentive systems and share performance in the medium to long term. We also focus on the integration of measurable and verifiable ESG targets and the timely provision of rules to ensure remuneration is transparent, fair and appropriate to changing economic scenarios, in the interest of stakeholders. We take particular care to regulate one-off extraordinary bonuses within predetermined quantitative and procedural limits, and to limit remuneration in the event of early termination of employment, in compliance with clearly defined thresholds and procedures. This approach is in line with recent recommendations from the Italian Corporate Governance Committee.

The Committee focused its attention, in particular, on supervising the concrete implementation of the policies that had already been approved. The results achieved in 2025 demonstrate the rigour and transparency with which the variable components

of remuneration reflected the performance of a particularly challenging financial year in line with the pay-for-performance principle.

I would like to thank the members of the Remuneration & Appointments Committee, as well as the people in the Human Resources and Organisation Department, for their ongoing support. I would also like to thank our shareholders for their trust and for the attention with which they follow governance and remuneration issues.

We are firmly committed to ensuring that our remuneration decisions consistently support the company's strategy, financial strength and long-term value creation.

Yours sincerely,

Chair of the Remuneration & Appointments Committee

This "Report on Remuneration Policy and Fees Paid" (hereinafter also "Report") has been prepared in accordance with art. 123-ter of Lgs. Decree 58/1998 (hereinafter also "CFA") and art. 84-quater of Consob Regulation no. 11971/1999 as amended (hereinafter also "Issuers Regulation"). It provides comprehensive and transparent information on the remuneration policies adopted by Arnoldo Mondadori Editore S.p.A. (hereinafter also "Company" or "Issuer"), with reference to the members of the Board of Directors and the Board of Statutory Auditors and Key Management Personnel.

In compliance with applicable laws and regulations, the Report is divided into two sections, drawn up in compliance with Annex 3A, Scheme 7-bis of the Issuers Regulation.

The first section illustrates the Remuneration Policy for the financial year 2026, describing its guiding principles, purposes, structure and operating mechanisms, as well as the procedures adopted to define and implement the policy.

The second section illustrates the outcome of the Remuneration Policy implemented in the financial year 2025 and provides tables with analytical information on the remuneration paid individually to Directors and Statutory Auditors and, in aggregate form, to Key Management Personnel.

The Remuneration Policy is drawn up in accordance with the governance model adopted by the Company and with the recommendations set out in the Corporate Governance Code for Listed Companies, which Mondadori follows. The policy implements the provisions of the Shareholders' Rights Directive II and the amendments of 10 December 2020 introduced to the Issuers Regulation by Consob Resolution 21263. It was drawn up considering the best market practices, identified also with the support of leading executive compensation consultancy companies.

The Report was approved by the Board of Directors on 19 March 2026, upon the proposal of the Remuneration & Appointments Committee.

The first section of the Report is subject to a binding resolution of the Shareholders' Meeting called for 21 April 2026 to approve the financial statements as at and for the year ended 31 December 2025. The second section, pursuant to art. 123-ter.6, of the CFA, is subject to a non-binding resolution of the Shareholders' Meeting.

The Remuneration Policy is updated annually to ensure it remains aligned with changes in the regulatory, market and strategic environments.

Pursuant to art. 123-ter of Lgs. Decree no. 58/1998, the Report is available to the public at the registered office of the Company, on the "1info" authorised storage mechanism (https://www.1info.it) and on the website https://www.gruppomondadori.it.

In compliance with the provisions of Consob Regulation no. 17221 of 12 March 2010 and subsequent amendments on transactions with related parties, as applied in the related procedures adopted by the Company, the adoption and implementation of the Remuneration Policy illustrated in this Report, defined with the involvement of Remuneration & Appointments Committee comprised exclusively of Non-Executive Directors the majority of whom are Independent, and its approval by the Shareholders' Meeting with a binding resolution, exempts the resolutions on the remuneration of the Directors and Key Management Personnel - adopted in compliance with the Policy -from the application of the procedures envisaged by the aforementioned Consob provisions on related parties.

Our Remuneration Policy is based on a set of guiding principles and choices that ensure and strengthen its consistency with the Group's strategy. Its main features are described below:

1. Using remuneration as a lever for creating long-term, sustainable value

   The Mondadori Group's Remuneration Policy is designed to promote the creation of sustainable value in the medium to long term, in line with the Group's strategy and its objectives for responsible development. In this context, the Policy aims to ensure that both stakeholders and management receive appropriate, fair and transparent remuneration, in line with the best market practices and consistent with the Group's positioning.

   The structure of the incentive systems is therefore intended to promote solid and lasting financial results, while encouraging responsible management behaviour that is consistent with the sustainability of the business model and the protection of stakeholders' interests, creating value over time. To this end, Mondadori pays particular attention to a series of references and guiding principles when defining and implementing its Remuneration Policy.

2. Integrating ESG factors into incentive systems

   The Remuneration Policy integrates environmental, social and governance (ESG) objectives into incentive systems in a structured way, in line with the Group's Sustainability Plan and the strategic pillars that guide its actions:

   • efficiency and environmental responsibility in the supply chain;

   • enhancement, engagement and development of people.

     ESG objectives are selected based on their strategic materiality and their ability to impact the Group's overall performance.

3. Aligning economic performance, sustainability and management accountability

   The Policy establishes a clear link between financial and sustainability performance, promoting an integrated view of business results. Incentive mechanisms reinforce management accountability when pursuing objectives that align with the principles of accountability, transparency and reliable data, in line

   with the evolution of the European regulatory framework and the adoption of the European Sustainability Reporting Standards (ESRS).

4. Central role of people, governance and stakeholder protection

   The Remuneration Policy acknowledges the central role of people in creating sustainable value by promoting responsible, inclusive and competency-driven leadership models.

   The Policy is defined and implemented within a robust governance system that ensures transparency and balance between the short and long term, while aligning with the interests of shareholders and other relevant stakeholders.

5. Diversity, equity and inclusion as drivers of value creation

The Remuneration Policy recognises that diversity, equity and inclusion are important factors in creating long-term, sustainable value and in making the Group more competitive. In this context, Mondadori considers empowering people and promoting equal opportunities to be integral to its responsible development model.

The Policy is consistent with the Group's principles and commitments on diversity and inclusion, as formalised in its policies, particularly the Gender Equality Policy. This policy aims to guarantee fair, inclusive and professional opportunities for personal growth, respecting merit and skills, for all people.

Since 2025, the Group has adapted the policies and actions taken on pay equity and transparency to align with the requirements of the Pay Transparency regulation. In cooperation with Willis Towers Watson (WTW), a critical evaluation of the state of the art is being carried out to identify any gaps that need to be filled, as well as to review current processes to ensure they comply with regulatory requirements.

This section summarises the Mondadori Group's Remuneration Policy for the financial year 2026, which applies to the Chief Executive Officer and Key Management Personnel (KMP).

The Remuneration Policy is an integral part of the Group's governance system, contributing to the implementation of the corporate strategy and supporting the creation of medium- to long-term value through a balanced link between financial results, the sustainability of the business model and the quality of management behaviour.

The definition of the 2026 Remuneration Policy forms part of the progressive evolution of the incentive system which is the result of continuous, proactive dialogue with the Remuneration Committee, as well as constant engagement with institutional investors and proxy advisors. The aim is to confirm the Policy's overall consistency, adherence to corporate governance recommendations and alignment with market expectations.

In line with this approach, the 2026 Policy does not introduce any significant structural changes. Indeed, the remuneration system's overall structure already aligns with the main market's best practices and adequately responds to investors' and proxy advisors' demands. Therefore, the envisaged changes include targeted, progressive adjustments aimed at further strengthening the coherence between remuneration, strategy and value creation over time, while ensuring the stability and clarity of the overall framework.

The Policy adopts a sustainable performance and management accountability approach, introducing targeted adjustments that strengthen the link between remuneration, strategy and value creation over time.

In particular, it is characterised by the following principles:

• Coherence with the market context and competitiveness of the system: the Policy is based on reference criteria that ensure competitive positioning and coherence with the market context. This is in line with the principles of internal equity and the attractiveness of the remuneration system, guaranteeing adequate alignment with the interests of shareholders.
• Pay for performance and measurability of performance: the Policy confirms that the variable remuneration component is linked to the achievement of pre-defined, measurable objectives. Mechanisms are in place to strengthen the alignment between results achieved, value creation and management behaviour that is consistent with the long-term interests of the Company and its stakeholders.
• Strengthening the link between performance and sustainability: incentive mechanisms continue to integrate environmental, social and governance (ESG) objectives in a structured way, promoting an integrated view of corporate performance. This approach reflects the Group's commitment to responsible development and sustainable value creation, in line with the Sustainability Plan and the evolving European regulatory framework for sustainability reporting.

(*) = by resolution of the Board of Directors of 24 April 2024, the Chief Executive Officer also assumed the role of General Manager, with a distinction of the remuneration due to the two roles

The remuneration of the Chair of the Board of Directors consists of a fixed fee only, deliberated by the Shareholders' Meeting and the Board of Directors at the beginning of the term of office.

The remuneration of Non-Executive Directors is commensurate with the professionalism, competence and commitment required, also taking any appointments to Board committees into account. It provides for a fixed fee, which is supplemented by an additional fixed fee for Directors holding the position of Chair or Member of a committee.

Remuneration of the members of the Board of Statutory Auditors consists solely of a fixed component, the amount of which is established by the Shareholders' Meeting at the time of appointment.

Under the Mondadori Group's Remuneration Policy, the remuneration package for executive directors (the Chief Executive Officer and the Chief Financial Officer) and Key Management Personnel is structured to achieve an adequate balance between fixed and variable components in the short and long term, in line with the principles of sustainability, accountability and alignment with shareholders' interests.

In particular, the Policy sets out the following minimum requirements:

• the fixed component must not exceed 70% of the total remuneration;

• the variable target component must represent at least 30% of the total remuneration, of which:

  • the short-term variable remuneration by target may not exceed 75% of the total variable remuneration;

  • the long-term variable remuneration (LTI) by target may not be less than 25% of the total variable remuneration.

The remuneration packages of the Chief Executive Officer, the Chief Financial Officer and Key Management Personnel are fully consistent with these criteria. The weight of the variable component exceeds the minimum requirements of the Policy.

The pay mix at the target and maximum performance levels for the Chief Executive Officer, the Chief Financial Officer and Key Management Personnel, net of the deferral and matching mechanisms provided for the short-term incentive component (MBO), is illustrated below.

Finally, medium- to long-term variable remuneration (LTI) is included in equity instruments and is partly subject to lock-up restrictions, in line with the objective of aligning management interests with those of shareholders in the long term.

Medium/long-term variable

Annual variable

Fixed remuneration

100%

80%

60%

40%

20%

0%

17%

23%

60%

CFO - Maximum

15%

20%

65%

CFO - Target

Pay mix - CFO

With regard to the Key Management Personnel, all the individual cases comply with the pay-mix limits set out in the Policy.

For the pay-mix analyses, the share-based component is shown at the face value when the rights are granted. Any other forms of remuneration (e.g., benefits), described in section II of the Report, are not included in the pay-mix analysis.

The remuneration of the Chief Executive Officer and General Manager is defined in line with the Group's Remuneration Policy and the adopted governance model, based on the assigned responsibilities, organisational complexity and strategic objectives of the role.

Antonio Porro's remuneration for the current term of office was determined based on a benchmark analysis conducted by Willis Towers Watson, a consultancy firm specialising in executive compensation. This analysis identified a panel of 14 Italian and foreign companies that are comparable in terms of size, complexity and business characteristics.

To ensure clarity and transparency with stakeholders with respect to the areas of management responsibility, the Board of Directors also appointed Antonio Porro as General Manager, formally distinguishing the functions and responsibilities of the two roles. In line with this arrangement, the structure of total remuneration for the two roles, totalling EUR 2 million, was broken down as shown in the table below:

The payout of the LTI and a portion of up to 30% of the MBO are made through the allocation of shares in the company in the manner described in Section I of this Policy.

Variable remuneration can vary from 82% (target) to 109% (maximum) of fixed remuneration

% Rem. variable/Base salary

120%

100%

80%

60%

40%

20%

0%

100%

109%

base salary variabile target variabile max

The compensation payout can be 15% (minimum) to 31% (maximum) from tradable company shares in the medium to long term (2 -5 years)

Equity Mix (maximum)

31%

69%

For Mondadori, engaging with shareholders and the market is key to promoting transparency and accountability, providing a stable foundation for the continuous improvement of governance practices. In this context, the Company, which is listed on the STAR segment of the Italian stock exchange, adopts a governance model that is consistent with the best practices in this area.

Engaging with institutional investors and financial stakeholders is a well-established practice within the Group, and an important part of defining, applying and updating the Remuneration Policy. Through ongoing engagement activities, the Company gathers market indications and expectations, thereby fostering transparent and constructive dialogue on governance and remuneration issues.

With respect to the Remuneration Policy, Mondadori maintains an open dialogue as follows:

• when setting up the Policy and introducing changes to the aforementioned instruments, direct discussions are held with the main proxy advisors (ISS and Glass Lewis) through the advice of a proxy solicitor;

• the analysis of votes at shareholders' meetings is a central element of this process. Monitoring voting trends and the main evidence emerging from the engagement activities with the market enables the Remuneration & Appointments Committee and management to identify areas of greatest concern and steer the continuous improvement of the Policy where necessary;

  Analysis of shareholder vote

  120,00%

  100,00%

  80,00%

  60,00%

  40,00%

  20,00%

  0,00%

  2019 2020 2021 2022 2023 2024 2025

• in the event of critical issues arising during the voting process at shareholders' meeting, the Proxy Solicitor will conduct an investigation among the main investors and proxy advisors and the results of this investigation will be evaluated by the Committee.

  Market benchmarks

  When defining its Remuneration Policy, Mondadori takes a structured approach to market analysis, ensuring that the Company's remuneration system is competitive, sustainable and consistent with the best practices applicable to listed companies. Using market benchmarks ensures that the remuneration package is attractive, that it is equitable within the organisation and that it aligns with shareholder interests, while preserving the overall consistency of the Group's remuneration model.

  The Policy is defined and developed with the support of leading specialist advisors as follows: Willis Towers Watson for the design of the remuneration system and market analysis benchmarking in the field of executive compensation; Georgeson on monitoring market expectations and comparing them with those of leading international proxy advisors; and Korn Ferry on the constant monitoring of the

  evolution of remuneration practices through the main annual remuneration surveys. The results of these analyses are examined and discussed as part of the Remuneration & Appointments Committee's decision-making process.

  The Chief Executive Officer's remuneration was defined with the support of Willis Towers Watson, based on a panel of 14 Italian and foreign companies selected for their comparability with Mondadori's profile. The following size parameters were also taken into account:

• revenue;

• capitalisation;

• number of employees.

The benchmark analysis aims to assess the overall level of compensation and verify the consistency of the remuneration structure and pay mix (fixed component, short-term variable component and medium- to long-term variable component), focusing, in particular, on alignment with prevailing market models and medium- to long-term sustainability.

The reference panels used to benchmark the remuneration of the Chair and Non-Executive Directors were defined using the same criteria as those adopted for selecting the panel relating to the Chief Executive Officer, ensuring methodological consistency and comparability of the assessments.

More generally, the remuneration structures and levels of the Group's top and middle management are defined using internal position evaluation tools. In particular, evaluating the positions using the Hay methodology ensures consistency between roles, responsibilities and remuneration levels. This supports continuous monitoring against the main market remuneration surveys, which are prepared annually by Korn Ferry.

In defining the Group's top management remuneration systems, Mondadori adopts an approach based on the pay-for-performance principle with the aim of ensuring that the short-term and long-term variable components of the remuneration of the Chief Executive Officer/General Manager and Key Management Personnel are strictly correlated to the results achieved by the Company. This approach strengthens the alignment between management's interests and those of shareholders and other relevant stakeholders, encouraging a management approach focused on creating longterm value.

For the sake of overall consistency, the same approach is also applied to Mondadori's management and middle management teams, whose operational contribution directly affects the performance of various businesses and the efficiency of staff functions. In particular, a Group Performance Index has been introduced as a standard measure for short-term incentive schemes.

This approach strengthens the overall coherence of the incentive system, promoting accountability with respect to the Group's financial priorities and fostering greater alignment between business objectives and organisational behaviour.

During the reporting period, the Group's main financial indicators showed a gradual strengthening trend compared to the pre-pandemic phase, with results stabilising at a high level. In particular, in 2025, EBITDA remained close to the previous year figure, confirming the Group's ability to maintain operating profitability (up 47% compared to 2019). Although net income declined slightly (down 5%) compared to 2024, it was significantly higher than in previous years (up 91%), confirming the strength of the overall performance.

As described in Section II of this Report, the Group Performance Index reflects the slight decline in the Company's actual results for 2025, with an overall value of 92%. This reduced the total bonus payable amount, indicating the effective application of the Pay for Performance principle.

The following table summarises the Group's main financial results over the past seven years.

Mondadori considers social and environmental responsibility a fundamental part of its long-term value creation model. In this context, the Remuneration Policy aligns with the Group's Sustainability Plan, strengthening the connection between strategic goals, performance and responsible management behaviour.

In particular, the Policy integrates ESG objectives into medium- to long-term incentive systems to promote the creation of sustainable value over time, focusing on initiatives and results that reflect the group's social, governance and environmental priorities.

In terms of social responsibility, emphasis is placed on promoting a fair and inclusive working environment. This includes objectives aimed at spreading a culture of diversity and inclusion (D&I), strengthening pay equity, and supporting women in growth paths

and positions of responsibility. This also includes the Group's commitment to gender equality certification as part of the continuous improvement process.

In terms of governance, the Policy confirms a system focused on the pay-for-performance principle and the pursuit of sustainable results over time. It provides incentive systems that are consistent with the financial objectives of the Group's plans, as well as the progressive integration of ESG targets. The Policy is also based on transparent safeguards and structured engagement activities with stakeholders, in line with market best practices and institutional investor expectations.

In terms of environmental responsibility, the Policy recognises the Group's commitment to promoting an environmental culture and reducing the impact of its activities along the value chain. It provides for the inclusion of specific environmental sustainability and certification objectives within the medium- to long-term incentive mechanisms.

This approach strengthens the link between financial performance and sustainability, promoting responsible management that creates value for shareholders and other relevant stakeholders. This approach is underpinned by a robust governance system involving the Board of Directors and the Remuneration & Appointments Committee in the definition, monitoring and development of the Policy.

Mondadori recognises that its people are an enabling factor in ensuring business continuity and creating value in the medium to long term. Alongside the pursuit of financial objectives, the Group promotes a structured set of policies and initiatives aimed at enhancing human capital, organisational well-being and skills development.

The Group's initiatives are organised around several key areas: promoting an open and inclusive work environment, paying attention to equal opportunities and D&I culture, providing work-life balance tools, offering training and upskilling opportunities and supporting people's health and well-being.

The Care Plan is a programme developed within this context, aimed at strengthening people's overall well-being by providing concrete support for parenting, psychological health and quality of life.

Since 2023, the Group has been implementing a series of initiatives tailored to the various stages of its employees' professional and personal lives, with a particular focus on parenting and mental health.

The main initiatives implemented may be summarised as follows:

• Parenting Area - "Essere Genitori" (being parents): Parental Kit (Manifesto, Parental Book, Check-list, Parental Map) and dedicated Parental Counselling;
• "Essere Figli" (being children) Area: Atelier della Mente (support and discussion initiative);
• Psychological well-being: Mindwork psychological support desk and thematic webinars, such as "The ABC of psychological health" and "Searching well-being: managing stress and (re)finding balance";
• Health and Well Being: extension of free Pap tests.

In 2026, the Group intends to continue strengthening these initiatives and expanding services to support parenting, as well as enhancing psychological support and health prevention tools, with a view to ensuring the continuity and progressive improvement of the Care Plan.

Participation in the main health and well-being initiatives promoted by the Group is summarised below.

Mondadori also maintains a specific focus on the economic impact of external factors on its employees. Accordingly, also in January 2025, it introduced an extraordinary income support measure aimed at employees most affected by inflationary and macroeconomic dynamics. This confirms the Company's commitment to balancing economic sustainability, employee welfare and shareholder value creation.

In defining the Remuneration Policy applicable to top management as well as the Group's management or middle management, Mondadori adopts a set of guiding principles aimed at ensuring a solid and consistent remuneration system.

These principles provide a constant reference point for formulating and evolving the Policy, promoting a professional relationship based on fairness, responsibility and transparency. This ensures alignment between corporate interests, stakeholder expectations and managerial behaviour.

The guiding principles outlined below summarise the key elements that inform the development and implementation of the Group's Remuneration Policy.

Mondadori adopts a continuous improvement approach to defining and updating its Remuneration Policy. This approach aims to strengthen the Policy's alignment with Group strategy, market best practices and the expectations of shareholders and other relevant stakeholders over time.

In view of the high level of satisfaction with last year's Remuneration and Compensation Report and the improvements that have been made over time in response to requests from investors and proxy advisors, the Policy does not introduce any significant new content for 2026.

With respect to the new LTI 2026-2028 plan, some of the KPIs within the ESG Indicator were revised. Specifically:

• the Impact Inclusion Index macro indicator was broken down into two sub-indicators: Gender Balance and Pay Equity;

• a new environmental index was introduced, which is linked to the implementation of initiatives to mitigate Scope 1, 2 and 3 emissions, in line with the Group's decarbonisation path.

In recent years, the evolution of the Policy has generally entailed targeted initiatives aimed at consolidating pay-for-performance principles, strengthening long-term orientation and increasing the system's overall transparency. This has been achieved also through the gradual incorporation of market and proxy advisor indications.

Below are some of the main milestones of this path, from 2021 to the present day:

Policy 2021:

• containment and control measures have been introduced by defining limits (caps) for discretionary bonuses and remuneration in the event of termination of office, in order to protect the sustainability and overall balance of the system;

• the disclosure of CEO and Director remuneration has been strengthened, including through a more accurate representation of the market benchmarks used to support evaluations.

  Policy 2022:

• the lock-up constraints provided for performance share plans have been extended, increasing the vesting period of shares to 24 months, in line with the objective of fostering a long-term view in management;

• the Group Performance index has been introduced to strengthen the relationship between the total bonus payable amount (MBO) and company performance;

• Diversity & Inclusion ESG KPIs have been introduced in medium-to-long-term objectives (LTIs).

  Policy 2024:

• the ESG indices included in medium- to long-term incentive (LTI) schemes have been strengthened and the KPIs in the area of environmental sustainability have been extended;

• the TSR KPIs have been improved by comparing them with the FTSE Mid Cap Index;

• a deferral and matching mechanism has been introduced for the payout of MBO incentives to convert part of the payable bonuses into equity instruments over an extended timeframe of 24 months.

1 - Governance of the process for the definition of the Remuneration Policy

1. Bodies and individuals involved

   The Remuneration Policy (hereinafter also the "Policy") is defined and approved by the Board of Directors on the recommendation of the Remuneration & Appointments Committee (hereinafter also the "Committee"), established within the Board of Directors, with the composition, skills and procedures governed as described in point b) below.

   The implementation of the Policy, in compliance with the principles and guidelines it sets forth, is the responsibility of:

   • the Board of Directors, with regard to the remuneration of the Executive Directors and the other directors holding special positions in the Company;

   • the Chief Executive Officer, who is supported by the Central Group Human Resources, Organisation, Legal and Corporate Affairs Department, for the remuneration of Key Management Personnel.

     The Head of Central Group Human Resources and Organisation reports to the Committee on the effective implementation of the Policy at least every six months.

     Based on the information received, the Committee monitors and verifies that the implementation of the Policy respects the principles laid down, and reports to the Board of Directors.

2. Remuneration & Appointments Committee

- Composition and appointment of the Committee

The Remuneration & Appointments Committee was established by the Board of Directors in 2005. In 2012, also in view of the Company's organisational requirements, the Board of Directors resolved to group appointment and remuneration powers under a single Committee.

The composition, appointment, powers and operation of the Committee are governed in compliance with the recommendations of the current Corporate Governance Code.

The committee members in office at the date of this Report were appointed by a resolution of the Board of Directors of 24 April 2024, and will remain in office until the end of the Board's mandate, that is, until the Shareholders' Meeting called to