Notice of deposit of annual financial report and related documents

integrated lines and machines for the processing of wood, glass, stone, plastic and composite materials.

Founded in Italy in 1969 and listed on the STAR segment of the Italian Stock Exchange, Biesse supports the business evolution of its clients operating in the furniture & construction, automotive and aerospace sectors.

Today, around 80% of the consolidated turnover is realised abroad thanks to an ever-growing global network with 3 production areas and sales showrooms in 22 countries.

Thanks to the expertise of our more than 4,000 employees, we stimulate the imagination of leading companies in their sectors and prestigious names in Italian and international design, to bring out the potential in every material.www.biesse.com

Table of contents

Introduction .......................................................................................................................................... 4

Letter from the Chair of the Remuneration Committee ............................................................................... 5

Summary of the Remuneration Policy ............................................................................................................ 7

Executive Summary ......................................................................................................................................... 8

Section I ........................................................................................................................................................... 15

Section II - Part One ............................................................................................................................................. 36

Introduction ........................................................................................................................................................... 37

1. Part One - 2024 Implementation of the Remuneration Policy 2024 ……………………………………………… . 37

1.1. Fixed Remuneration .................................................................................................................................. 38

1.2. Variable Remuneration ............................................................................................................................ 41

1.2.1. Short-term incentive system (MBO) objectives ........................................................................... 41

1.2.2. Long-term Incentive Scheme (LTI 2024-2026) - 2024 Provision ................................................. 42

1.2.3. Proportion of fixed and variable components .............................................................................. 43

1.3. Comparison Information ......................................................................................................................... 44

1.4. Non-monetary benefits ........................................................................................................................... 46

1.5. Indemnity paid for early termination of the corporate or employment relationship ............................... 46

1.6. Derogations to the Remuneration Policy and compensation paid .......................................................... 46

1.7. Ex-post adjustments of the variable remuneration component ............................................................. 46

Section II - Part Two ............................................................................................................................ 47

Introduction

This Report, approved by the Board of Directors of Biesse S.p.A. on 14 March 2025, on the proposal of the Remuneration Committee, is divided into two sections:

• • SECTION I illustrates the policy (the "Remuneration Policy" or the "Remuneration Policy") adopted by

  Biesse with reference to the members of the Board of Directors and, without prejudice to the provisions of Article 2402 of the Civil Code the Statutory Body, the other "Key Management Personnel" identified by the Board of Directors of Biesse (hereafter the "KMP"), describing the general principles, the bodies involved and the processes adopted for its approval, review and implementation, including the measures to avoid or manage any conflicts of interest. The Remuneration Policy has a duration of one year, until the Shareholders' Meeting called to approve the financial statements for the year ended 31 December 2025; Section I of the Report, in compliance with the provisions of the TUF, is subject to the binding vote of the Ordinary Shareholders' Meeting, called to approve the Financial Statements as of 31 December 2024;

• • SECTION II shows the remuneration paid in the financial year 2024 by the Company and its subsidiaries or affiliated companies, by name, for the members of the Board of Directors (executive and non-executive), the Statutory Auditors and, in aggregate form, for the other KMP. Section II, in compliance with the provisions of the TUF, is subject to the consultative vote of the Ordinary Shareholders' Meeting, called to approve the Financial Statements for the year 2024.

The text of this Report is made available to the public through the authorised storage mechanism 1info atwww.1info.it as well as on the Company's website at www.biesse.com in the "Governance and Investors - Corporate Governance - Remuneration Policies" Section, no later than the twenty-first day prior to the date of the Shareholders' Meeting convened to approve the Financial Statements for the Financial Year 2024, in accordance with the provisions of the regulations in force.

Letter from the Chair of the Remuneration Committee

Shareholders,

I am pleased to present to you, on behalf of the Remuneration Committee and the Board of Directors, Biesse's Report on the remuneration policy and compensation paid (hereinafter also the "Report"), approved by the Board of Directors on 14 March 2025.

The Report has been prepared with the aim of clearly and comprehensively illustrating the Remuneration Policy for 2025 and the outcomes of the application of the remuneration policy in relation to the Biesse Group's performance in 2024.

The Policy, substantially unchanged with respect to the previous year also to provide stability to the remuneration system, is the result of the constant monitoring of remuneration practices and market benchmarking analyses, conducted as early as 2024 with the independent consultancy of Willis Tower Watson, aimed at ensuring the competitiveness of the remuneration offer and concerning the compensation of the Chairman of the Board of Directors, the Chief Executive Officer/General Manager, the Board of Directors, the Board of Statutory Auditors and Key Management Personnel. In addition, the "Global Grading System" methodology, internationally certified by Willis Tower Watson, was applied to correctly define the remuneration packages of Key Management Personnel. I would also like to mention that, as of 2025, the Company has definitively integrated the acquired Companies into its remuneration policies.

The financial year 2024 was significantly affected by the complex geopolitical and macroeconomic context, which had also characterized the previous year. The ongoing Russian-Ukrainian conflict and the Israeli-Palestinian conflict, the tensions in the Suez Canal-Red Sea area, and the continuation of predominantly restrictive monetary policies have inevitably had an impact on Biesse's performance, leading to a slowdown in orders, already highlighted throughout 2023, and negatively affecting both revenue and, consequently, operating and net profitability for the period, despite the actions taken to reduce some negative components of the result."

As a result, only some of the access thresholds for short-term variable remuneration were exceeded, resulting in a significantly lower payout compared to the previous year (as illustrated in paragraph 1.2.1 of Section II), in line with the Pay for Performance principle of the company's remuneration policy.

The Remuneration Policy 2025, which we submit to the Shareholders' Meeting for a vote, is defined on an annual basis, in continuity with the previous year.

As for the long-term incentive system performance objectives (LTI 2024-2026), which are entirely monetary, the KPIs (based on their average value over the three-year period) have been maintained: EBITDA Margin with a weight of 50%, Sales with a weight of 25%, and Net Invested Capital/Sales with a weight of 25%. This structure applies both to the Chief Executive Officer/General Manager and to Executives with Strategic Responsibilities.

As for the performance objectives of the short-term incentive system (MBO 2025) for the Chief Executive Officer/General Manager, the use of the 3 main economic-financial objectives and the ESG objective introduced in 2023 has been confirmed. These include the objectives related to Sales with a weight of 25%, EBIT with a weight of 40%, NIC/Sales with a weight of 25%, and the ESG objective (i.e. reduction of CO2 eq tons compared to the base year, certified 2019) with a weight of 10%. Regarding the performance objectives for Key Management Personnel, these are aligned in the mechanisms, rules, and incentive curves with the Plan for the Chief Executive Officer/General Manager, differing in some objectives, assigned and weighted according to specific functional responsibilities, and where the objective related to controlling fixed costs has been reintroduced, compared to the previous year. For the list of these objectives, please refer to paragraph 3.2.1.

The Remuneration Policy proposed for the year 2025, in continuity with the past, is aimed at ensuring the attraction and retention of all key roles with the professional qualities required to achieve the set objectives and is also directed at ensuring a close alignment between the interests of management and all company stakeholders. Pursuant to Recommendation 27 on the remuneration policy for executive directors and top management, as referred to in the Chairman's Letter of the Corporate Governance Committee dated December 17, 2024, the performance objectives include an ESG objective (reduction of CO2eq tons compared to the base year, certified 2019) - which relates to short-term incentive - and are predetermined and measurable. Work is underway to refine and test a multidimensional indicator system.

In continuity with past years, the structure of the report has remained unchanged, as is it is considered effective in clearly and comprehensively presenting the Remuneration Policy for 2025, as well as the outcomes of its application in relation to the Biesse Group's performance in 2024. From a linguistic perspective, it should be noted that the naming of the objectives of the incentive systems has been standardized to align with the terminology used in the strategic plan, adopting English acronyms for consistency.

Regarding the information on remuneration paid for the 2024 financial year, Section II of the Report, which we submit to the advisory vote of the Shareholders' Meeting, provides all relevant details and commentary.

I would like to take this opportunity to renew my thanks to my colleague on the Committee Rossella Schiavini, as well as to the Board of Statutory Auditors, for their significant contribution to the effective conduct of the Committee's work.

I thank you in advance for your endorsement and support of the submitted Report.

Federica Ricceri

Chair of the Remuneration Committee

Summary of the Remuneration Policy

Remuneration Policy 2025

Our Remuneration Policy is based on clear and shared principles, defined to guide compensation programmes and the decisions that derive from them. Each remuneration measure is defined on the basis of the following principles:

In line with past practices and in compliance with current regulatory requirements, as well as the Recommendations of the Chairman of the Corporate Governance Committee, starting from 2024, the Company has incorporated specific sections into its Policy aimed at enhancing the level of information disclosure and improving its representation, with the ultimate goal of providing greater clarity for all stakeholders.

In the 2025 Remuneration Policy, therefore, the specific paragraphs dedicated to illustrating the remuneration package of the Chief Executive Officer, who also holds the position of General Manager, have been maintained, with regard to both fixed remuneration and short- and medium-long-term variable incentive systems, as well as the provisions related to the non-competition clause and the indemnities in the event of termination of the relationship.

To ensure the accurate definition of the remuneration package mentioned above, as well as those for all recipients of the Policy, the Company continuously monitors remuneration practices and general market trends, aiming to attract, retain, and motivate its personnel. Relying on market benchmark analyses conducted by the independent consultancy firm Willis Towers Watson, the Company, in 2024, established the remuneration packages for the members of the Board of Directors, the Board of Statutory Auditors, and the Chief Executive Officer, based on the peer group panels outlined in paragraph 1.5 below, which were identified according to the criteria specified therein

The "Global Grading System" methodology, internationally certified by Willis Tower Watson, is applied to correctly define the remuneration packages of Key Management Personnel.

It should be noted that, as of the year 2025, the Company definitively integrated the companies acquired in the year 2024 into its remuneration policies.

Executive Summary

Component Purpose/ Characteristics

Adequately compensates the skills, professionalism and contribution required by the role, with the aim of supporting motivation, also for retention purpose.

Criteria and conditions of implementation

Attributed values/benefits

Fixed compensation, determined by the Board of Directors pursuant to Article 2389 of the Italian Civil Code, during the allocation of the compensation determined by the Shareholders' Meeting

Chair:

Chief Executive Officer and General Manager:

• € 1,200,000

• € 1,000,000

(annual fixed remuneration for the role € 150,000, plus remuneration for the executive relationship and compensation for the non-competition agreement)

KMP: aligned with the role and the responsibilities held; with possible annual adjustments based on merit (continuity of individual performance) or role/responsibilities progression, in line with the Policy and the pay mix.

Short-term variable incentive (MBO - Management by Objectives)

Paid annually in monetary form, it is useful tool for motivating and directing the management's actions over the short term, consistent with the corporate objectives, set by the Board of Directors.

The amount of the annual short-term incentive depends on the role held and the company and individual performance results.

Recipients: CEO/GM, KMP, top level of management and other key figures within the organisation.

CEO/GM indicators:

• • GROUP EBIT

  (weight 40%)

• • SALES (weight 25%)

• • NIC/SALES (weight 25%)

• • CSR INDEX (weight 10%) KMP: Business (Sales, backlog, material mix, NIC/Sales); profitability (EBIT); financial (DSIs, DSOs); cost containment (fixed costs, capex); ESG (CSR index) Award of the incentive: the nominal value of the target incentive is determined based on the role held. Vesting of the incentive: annual results.

KMP Target: aligned with the responsibilities and the role held (maximum 34% of gross annual salary)

Disbursement of the incentive: based on the results achieved in the previous year.

Long-term variable incentive (LTI - Long Term Incentive)

A monetary plan reserved for holders of positions with the most direct responsibility for company results, ensures greater alignment between shareholder interests and management action.

Three-year incentive plan (LTI) with a three-year vesting period and the possibility of an early payout of 50% of the nominal value, based on results achieved over the two-year period Recipients: CEO/GM, first level of management Indicators: EBITDA margin (50%); SALES (25%); NIC/SALES (25%). Award of incentive: the nominal value of the target incentive is determined based on the role held. Vesting of incentive: Three-year average results during the vesting period, measured on a linear scale relative to the defined plan targets.

Chair:

CEO/GM Target: CEO/GM Cap:

not provided for 67% fixed component1 100% fixed component

The incentive awarded in case of reaching the minimum performance level will be 40%, the maximum possible incentive is 150% of the nominal value of the individual incentive.

In case of performance below 80% of the target value, the corresponding incentive will be zero.

KMP: participate in the same plan as the CEO/GM Target: Cap:

33% fixed component1 50% fixed component

Pay mix

The remuneration of the Chairman of the Board of Directors consists solely of the fixed component. In the case of the CEO/GM, the weight of the

more emphasized compare with the KMP, in line with the managerial position held. 20%

 Fixed Remuneration  Short-term Variable remuneration (MBO)  Long-term Variable incentives (LTI)

Pay mix maximum

Chairman of the Board

Pay mix target

Chairman of the Board

CEO/GM

KMP (average) CEO/GM

KMP (average)

1 Annual value

Benefits

These incentives support the pay package in line with common market practices and the requirements of the applicable national collective bargaining agreement ("CCNL"). They include additional extra components, mainly pertaining to social insurance or pensions, in order to ensure guarantee the competitiveness and appreciation of the pay package.

End-of-service indemnity/Non-competition agreements

Subscribed or potentially underwritten to contain potential litigation and/or competition risks.

Clauses that allow for the possibility of requesting the return of variable compensation components determined based on data that later proves to be manifestly incorrect or determined in the presence of fraudulent or negligent behavior by the recipients

Defined in continuity with the Policy implemented in the previous years and in accordance with the provisions of law, regulations and/or collective bargaining agreements

End-of-service indemnity for termination of the office of CEO and of employment contract Scenarios:

• • Revocation of the position and/or dismissal from the executive role without good cause;

• • Resignation from the position and/or dismissal from the executive role with good cause.

KMP: the Company recognizes the economic treatment due in accordance with the provisions of the law in force and the applicable national and company collective bargaining agreement.

CEO/GM Non-competition Agreements

An agreement is in place that provide for the payment of an amount, while employed with the Company, in addition to the fixed remuneration.

Clauses that allow for the possibility of requesting the return of variable compensation components determined based on data that later proves to be manifestly incorrect or determined in the presence of fraudulent or negligent behavior by the recipients.

Chairman

• • mixed-use company cars

• • Injuries insurance

• • Health insurance

• • D&O policy

CEO/GM and other KMP

• • supplementary pension scheme

• • supplementary healthcare

• • forms of insurance coverage

• • mixed-use company cars

• • free use of accommodation

• • D&O policy

Non-executive directors

• • D&O policy

Members of the Board of Statutory Auditors

• • D&O policy

End-of-service indemnity

CEO/GM: Indemnity equal to the months of fixed remuneration between the date of termination and the end date of the mandate, calculated on the total fixed compensation (compensation for the role, remuneration for the executive relationship and compensation for the non-competition agreement).

In the event of non-renewal of the office, the CEO/GM will be granted an indemnity equal to 24 months' salary calculated on the amount of fixed remuneration as described above and on the average of the short-term variable remuneration received in the previous three years, in lieu of any other indemnity provided for by the CCNL applied.

KMP: if the contract is terminated, the provisions of the relevant CCNL will apply.

Non-competition agreements CEO/GM:

€ 195,000

The agreement is determined at the rate of 30% of the gross annual salary

KMP: depending on the role held, where applicable, the agreement is determined within a percentage range of the gross annual salary (25%-50%) and is paid in installment, with the final installment upon termination of the employment relationship.