Moncler Spa MIL:MONC

Moncler S p A : Information Memorandum on the 2026 Performance Shares Plan (replaced page 10) (Moncler Information Memorandum PS 2026 ENG 2)

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MONCLER S.p.A. 2026 PERFORMANCE SHARES PLAN INFORMATION MEMORANDUM ON THE REMUNERATION PLAN BASED ON THE ALLOCATION OF MONCLER S.P.A. ORDINARY SHARES SUBMITTED FOR APPROVAL BY THE SHAREHOLDERS' MEETING

(prepared pursuant to Art. 84-bis of the Regulation adopted by Consob with Resolution no.

11971 of 14 May 1999, as amended and supplemented)



INTRODUCTION

This document (the Information Memorandum), prepared pursuant to Article 84-bis and Schedule 7 of Annex 3A to the regulation adopted by Consob by Resolution No. 11971 of 14 May 1999, as subsequently amended and supplemented (the Issuers' Regulation), relates to the plan named the "2026 Performance Shares Plan" (the Plan), approved by the Board of Directors of Moncler S.p.A. (the Company or Moncler) on 19 February 2026, following the favourable opinion of the Remuneration Committee at its meeting held on 16 February 2026.

The Plan provides for the free grant of the so-called Moncler Rights, which entitle the beneficiaries, upon achievement of specific performance objectives (the Performance Objectives), to the free allocation of one (1) Share for each Moncler Right granted.

Only Moncler treasury shares will be subject to allocation, up to a maximum of approximately 2,000,000 (two million) shares, purchased pursuant to the authorisation under Article 2357 of the Italian Civil Code, as may be granted from time to time by the Shareholders' Meeting; it being understood that the number of Moncler Shares actually allocated shall be determined on the basis of the level of achievement and/or over-achievement of the above-mentioned Performance Objectives.

In continuity with previous performance share plans, the Plan is aimed at aligning the interests of the Beneficiaries (as defined below) with those of stakeholders, from a medium- to long-term perspective and at pursuing sustainable development, as further described below and in the Remuneration Report available on the Company's website https://www.monclergroup.com, Section "Governance / Shareholders' Meeting", and through the authorised storage mechanism "eMarket Storage".

Approval of the Plan shall be submitted to the Ordinary Shareholders' Meeting of the Company convened for 21 April 2026, pursuant to Article 114-bis of Legislative Decree no. 58 of 24 February 1998, as subsequently amended and supplemented (the Consolidated Law on Finance).

Accordingly:

  1. this Information Memorandum has been prepared on the basis of the content of the proposal submitted to the Shareholders' Meeting for approval of the Plan, as approved by the Board of Directors of the Company on 19 February 2026, following the favourable opinion of the Remuneration Committee at its meeting held on 16 February 2026;

  2. any reference to the Plan contained in this Information Memorandum shall be understood as referring to the Plan submitted for approval by the Shareholders' Meeting.

It is specified that the Plan qualifies as being of "particular relevance" pursuant to Article 114-bis, paragraph 3, of the Consolidated Law on Finance and Article 84-bis, paragraph 2, of the Issuers' Regulation, as among the potential beneficiaries of the Plan there are, inter alia, Executive Directors and Managers with Strategic Responsibilities (as defined below) of the Company and of the Group.

This Information Memorandum is made available to the public on the Company's website https://www.monclergroup.com, Section "Governance / Shareholders' Meeting", and through the authorised storage mechanism "eMarket Storage".

The terms listed below shall have the following meanings in the Information Memorandum:

Attribution Cycle

The share allocation cycle running from (i) the grant of the Moncler Rights to the Beneficiaries to (ii) the potential allocation of the Shares to the same (following the approval by the Board of Directors of the consolidated financial statements for the 2028 financial year).

Beneficiaries

Executive Directors, Managers with Strategic Responsibilities, employees and collaborators, including external consultants of Moncler and its Subsidiaries, identified as beneficiaries of the Plan by the Company's Board of Directors pursuant to the Regulation.

Board of Directors or Board

Moncler's board of directors currently in office.

Business Day

Any calendar day other than Saturday, Sunday or any other day on which banks are generally closed in Milan for the conduct of their ordinary business activities.

Code of Corporate Governance Control, Risk and Sustainability Committee

The corporate governance code approved in January 2020 by the Corporate Governance Committee and promoted by Borsa Italiana S.p.A., ABI, Ania, Assogestioni, Assonime and Confindustria.

The control, risk and sustainability committee established

within Moncler's Board of Directors.

Executive Directors

The directors of the Company qualified as executive pursuant to the Code of Corporate Governance, as well as directors vested with specific offices.

EXM Euronext Milan (formerly Mercato Telematico Azionario), the market organised and managed by Borsa Italiana S.p.A.

Financial Intermediary

The financial intermediary to whom Moncler and each Beneficiary, within the framework of the Plan and upon acceptance of the Regulation, grant an irrevocable mandate for the administration of the Plan and of the Shares allocated following verification of the achievement of the Performance Objectives, in accordance with the terms and conditions of the Regulation.

Grant Date

The Business Day on which the Shares are granted free of charge to the Beneficiaries (in accordance with the Regulation), corresponding to the day following the date on which the Beneficiary is notified of the achievement of the Performance Objectives.

Group or Moncler Group Moncler together with its Subsidiaries. Information Memorandum

This document relating to the Plan, prepared in accordance with Article 84-bis of the Issuers' Regulation.

Issuers' Regulation The regulation adopted by Consob by Resolution No. 11971

of 14 May 1999, as subsequently amended.

Lock-up Obligation Managers with Strategic Responsibilities or MSRs

The period during which the Shares allocated to Executive Directors and/or Managers with Strategic Responsibilities are subject to transfer restrictions pursuant to the Regulation.

The managers who, pursuant to RPT Regulation, have the powers and the responsibility for directing and controlling the activities of the Company and the Group.

MAR

Regulation (EU) no. 596/2014 on market abuse (Market Abuse Regulation), together with its implementing regulations.

Moncler or Company Moncler S.p.A.

Moncler Right The right to receive one (1) Share under the terms and

conditions set out in the Regulation.

Performance Objectives

The Net Income, Free Cash Flow and ESG targets set out in Article 2.2 of the Information Memorandum, upon achievement of which the free allocation of Shares is conditional to.

Plan

The share-based incentive plan named the "2026 Performance Shares Plan", governed by the Regulation and submitted for approval to the Shareholders' Meeting of 21 April 2026 pursuant to Article 114-bis of the Consolidated Law on Finance, upon proposal of the Board of Directors dated 19 February 2026, following the opinion of the Remuneration Committee and with the abstention of the Executive Directors.

Regulation The regulation governing the terms and conditions for the implementation of the Plan.

Related-Party Transactions Regulation (RPT Regulation)

The regulation governing related-party transactions adopted by Consob by Resolution no. 17221 of 12 March 2010, as subsequently amended.

Relationship

Any existing directorship and/or employment and/or self-employment and/or collaboration and/or consultancy relationship between the Beneficiaries and the Company or its Subsidiaries.

Remuneration Committee

The nomination and remuneration committee established

within Moncler's Board of Directors.

Remuneration Policy

The remuneration policy for the 2026 financial year submitted for approval to the Shareholders' Meeting of 21 April 2026.

Replacement Amount

The cash amount that the Company may pay to the Beneficiaries, in lieu of (in whole or in part) the Shares due on the Grant Date, calculated on the basis of the arithmetic average of the official prices of the Shares on Euronext Milan as recorded by Borsa Italiana S.p.A. during the month preceding the Grant Date or, if the Shares are no longer listed, on the basis of their fair value pursuant to Article 9 of Presidential Decree no. 917 of 22 December 1986, as determined by an independent expert appointed by the Company.

Shareholders' Meeting The shareholders' meeting of Moncler.

Shares The Company's ordinary shares, with no par value, listed on

the EXM, ISIN code IT0004965148.

Subsidiaries

Each company directly or indirectly controlled by the Company pursuant to Article 93 of the Consolidated Law on Finance.

Vesting Period

The three-year period to which the Performance Objectives relate, commencing on 1 January 2026 and ending on 31 December 2028.

  1. RECIPIENTS As of the date of the Information Memorandum, the Plan has not yet been approved by the Shareholders' Meeting. The Plan provides that the Board of Directors, upon the recommendation of the Remuneration Committee, shall be mandated to identify the individual Beneficiaries. The information required under paragraph 1, Scheme 7, of Annex 3A to the Issuers' Regulation will be provided, where necessary, in the manner and within the time limits set out in Article 84-bis, paragraph 5, letter (a), of the aforementioned Issuers' Regulation, following the approval of the Plan by the Shareholders' Meeting and during the implementation phase of the Plan. Having said that, please note the following.
    1. Indication by name of the recipients who are members of the board of directors of the issuer of financial instruments, of the companies controlling the issuer and of the companies directly or indirectly controlled by the latter

      As of the date of the Information Memorandum, the Plan has not yet been approved by the

      Shareholders' Meeting.

      That said, the Plan is also addressed to Executive Directors, in line with the Group's strategic objectives in terms of value creation, as well as with the aims of the Remuneration Policy.

      The indication by name of the Beneficiaries, including the Executive Directors, as well as the determination of the number of Moncler Rights granted to each of said Beneficiaries (as well as any further decision concerning the Beneficiaries), will be made by the Board of Directors (with the abstention from time to time of the Directors who may be interested, and subject to the prior opinion of the Remuneration Committee), following the approval of the Plan by the Shareholders' Meeting.

      The indication by name of the Executive Directors to be identified under the above terms, as well as the other information required by paragraph 1 of Schedule 7 of Annex 3A of the Issuers' Regulation, shall be provided in accordance with the terms and conditions set forth in Article 84-bis, paragraph 5, letter a) of the Issuers' Regulation.

    2. Categories of employees or collaborators of the issuer of financial instruments and of the companies controlling or controlled by such issuer

      The Plan is addressed also to employees, collaborators and to the consultants of Moncler and of the Subsidiaries identified in consideration of the relevance of the role played by each of them for the achievement of the strategic objectives of Moncler and the Group.

      As specified in Paragraph 1.1 above, the Beneficiaries shall be identified, under the terms set forth above, by the Board of Directors following the approval of the Plan by the Shareholders' Meeting.

      Should there be among the Beneficiaries any persons for whom identification by name is required pursuant to applicable regulatory provisions, the Company shall provide the market with the relevant information, at the time of the communications provided for by Article 84-bis, paragraph 5, of the Issuers' Regulation.

    3. Indication by name of the parties who benefit from the plan belonging to the following groups:
      1. General managers of the issuer of financial instruments

        As of the date of this Information Memorandum, the Plan has not yet been approved by the Shareholders' Meeting; therefore, it is not possible to provide numerical indications with respect to the Beneficiaries.

        As specified in Paragraph 1.1 above, the Beneficiaries will be identified, under the terms set forth above, by the Board of Directors following the approval of the Plan by the Shareholders' Meeting. That being said, it should be noted that as of the date of the Information Memorandum, Moncler does not have any general managers.

      2. Other managers with strategic responsibilities of the issuer of financial instruments that is not "small-sized", in accordance with Article 3, paragraph 1, letter f) of Regulation no. 17221 of 12 March 2010, who have received in the course of the financial year an aggregate remuneration (adding up the monetary remunerations and the remunerations based on financial instruments) greater than the highest aggregate remuneration among those granted to the members of the board of directors, or of the management committee, and to the general managers of the issuer of financial instruments;

        Not applicable as there are no MSRs who have received during the financial year an overall remuneration higher than the highest remuneration granted among the members of the Board of Directors.

      3. Natural persons controlling the issuer of shares who are employees or collaborators of the issuer of shares

      As of the date of this Information Memorandum, the Plan has not yet been approved by the

      Shareholders' Meeting; therefore, it is not possible to provide the names of the Beneficiaries.

      As specified in Paragraph 1.1 above, the Beneficiaries will be identified, under the terms set forth above, by the Board of Directors following the approval of the Plan by the Shareholders' Meeting. In any case, it should be noted that the Plan, as mentioned above, is also intended for the Executive Directors. The Executive Directors include the Chairman and Chief Executive Officer, Remo Ruffini, who, as of the date of the Information Memorandum, de-facto controls the Company, through Ruffini Partecipazioni Holding S.r.l. and Double R S.r.l., pursuant to Article 93 of the Consolidated Law on Finance.

    4. Description and numerical indication, divided by categories: of managers with strategic responsibilities other than those indicated in letter b) of Paragraph 1.3;

      The Plan is also intended for MSRs. As of the date of this Information Memorandum, the Plan has not yet been approved by the Shareholders' Meeting; therefore, it is not possible to provide numerical indications with respect to the Beneficiaries.

      As specified in the previous paragraph, the Beneficiaries shall be identified, under the terms set forth above, by the Board of Directors following the approval of the Plan by the Shareholders' Meeting. The indication of the Beneficiaries who will be identified among the Managers with Strategic Responsibilities, as well as the other information required by Paragraph 1 of Schedule 7 of Annex 3A of the Issuers' Regulations, will be provided in accordance with the procedures and terms set forth in Article 84-bis, paragraph 5, letter a) of the Issuers' Regulation.

      In case of "small" companies, in accordance with Article 3, paragraph 1, letter f) of Regulation no. 17221 of 12 March 2010, the aggregate indication of all the managers with strategic responsibilities of the issuer of financial instruments

      Not applicable given that Moncler cannot be qualified as "small" company in accordance

      with Article 3, paragraph 1, letter f) of the RPT Regulation.

      Of any other categories of employees or collaborators for whom differentiated characteristics of the plan have been provided for (e.g., executives, high-level employees ("quadri"), employees, etc.)

      Not applicable given that there are no categories of employees or collaborators for which differentiated characteristics of the Plan have been provided for.

  2. REASONS FOUNDING THE ADOPTION OF THE PLAN
    1. and 2.1.1 Objectives to be achieved through the granting of the Plan

      The Plan, in continuity with previous plans, is aimed at aligning the interests of the Beneficiaries with those of the stakeholders, with a medium- to long-term horizon and at pursuing a sustainable development through the achievement of the following objectives:

      1. linking the variable component of the remuneration to medium- to long term objectives, with a view to creating value for Shareholders and other stakeholders;

      2. developing and enhancing Group synergies;

      3. within the framework of its retention policies, fostering the loyalty of its key resources and incentivising their continued engagement within the Group; and

      4. within the framework of its attraction policies, attracting talented managerial and professional figures in domestic and international markets, in order to further develop and strengthen the Group's key and distinctive skills.

        The creation of value for Shareholders in the medium- to long-term is the Company's primary objective. Accordingly, the Board of Directors believes that the Plan - based on the vesting of the right to the free allocation of Shares over a medium- to long-term period and on performance objectives linked to value creation, economic-financial results and the sustainability of the Group - represents the most effective incentive and retention instrument and best serves the interests of the Company, aligning the interests of Top Management with those of the Shareholders and other stakeholders.

        The Plan is developed over a time horizon deemed appropriate for achieving the incentive and retention objectives pursued by it. In particular, the Plan provides for a three-year Vesting Period (without prejudice to the subsequent lock-up period described in Paragraph 4.6 applicable to Executive Directors and MSRs).

    2. and 2.2.1 Key variables, also in the form of performance indicators considered for the purposes of the attribution of the plans based on financial instruments

      One (1) Share will be granted free of charge to each Beneficiary for each Moncler Right attributed, provided that the Performance Objectives are achieved.

      The Performance Objectives are defined by the Board of Directors, following the prior favorable opinion of the Remuneration Committee and of the Control, Risks and Sustainability Committee, each within the scope of their competence.

      The table below describes the Performance Objectives and their respective weights:

      KPI

      DESCRIPTION

      NET INCOME (70%)

      The cumulative net income as resulting from the consolidated statement indicated in the Management Report, section "Operating Performance", included in the consolidated financial statements of Moncler Group.

      FREE CASH FLOW (15%)

      The cumulative cash flow as resulting from the reclassified consolidated

      cash flow statement in the Management Report, section "Operating Performance", included in the consolidated financial statements of the Moncler Group pre-IFRS 16 and net of "changes in other assets/(liabilities)".

      ESG (15%)

  • The achievement of at least 65% of yarns and fabrics used in the

    2028 collections made from "preferred" materials1;

  • the use of electricity exclusively from renewable sources by 50% of key suppliers2;

  • the completion of five three-year programs dedicated to the corporate population, aimed at promoting continuous training and skills development, as well as strengthening employees' sense of belonging and well-being of the Group's people.

Furthermore, an additional objective is provided for the purposes of any over-performance achievement, reflecting the attainment of a high sustainability performance rating awarded by one of the leading ESG rating agencies, including, for example, S&P Global, CDP, MSCI, Sustainalytics and FTSE4Good3.

Net Income and Free Cash Flow objectives are defined on the basis of the Business Plan 2026-2028 approved by the Board of Directors (the BP) with respect to which the relevant level of achievement will be verified.

Performance and payout levels

Minimum, target and maximum thresholds are set for each of the Performance Objectives. The Performance Objectives operate independently of each other.

For all Performance Objectives, the achievement of intermediate results between minimum and target thresholds and between target and maximum thresholds determines the allocation of a number of Shares calculated on a proportional basis.

The achievement of results below the minimum thresholdwith respect to the individual Performance Objectives results in the lack of allocation of a number of Shares equal to the weight of the Performance Objective which has not been achieved. In the event that the minimum threshold is not achieved for any of the Performance Objectives, the Moncler Rights shall be deemed, for all intents and purposes, to have lapsed.

In the event of exceeding the target threshold, the incentive will be paid out (proportionally to the weight of the relevant Performance Objective) with a payout level of up to 120%.

The following table sets out the performance thresholds and payout levels (i.e., the percentages of achievement of Performance Objectives and of allocation of Share with regard to the Moncler Rights granted).

‌1 Materials that aim to have a lower impact compared to the conventional solutions used by the Moncler Group (for example recycled, organic, from regenerative agriculture, or certified according to specific standards).

‌2Suppliers selected based on emissions impact, expenditure relevance and strategic importance to the business.

‌3 This objective is linked to Moncler achieving a score equal to or higher than 80 in the S&P Global Corporate Sustainability Assessment or, alternatively, achieving an A- or A rating from CDP Climate Change, an A, AA, or AAA rating from MSCI Research, recognition by Sustainalytics with the Industry Top-Rated Badge or the Regional Top-Rated Badge, or inclusion in the FTSE4Good Index Series. Should S&P Global introduce significant methodological changes that affect the sector's average scoring, the 80-point threshold may be adjusted accordingly.

KPIs

WEIGHT (%)

PERFORMANCE/PAYOUT (% ACHIEVEMENT/% OF ALLOCATION OF SHARES WITH REGARD TO THE MONCLER RIGHTS GRANTED)

MINIMUM

TARGET KPI

MAXIMUM

NET INCOME

70

Performance

-10%

Cumulative target under the BP

+5%

Payout

80%

100%

120%

FREE CASH FLOW

15

Performance

-10%

Cumulative target under the BP

+5%

Payout

80%

100%

120%

ESG

15

Performance

Achievement at least two ESG objectives over the Vesting Period

Achievement of the three ESG objectives over the Vesting Period

Achievement

of the three ESG objectives during the Vesting Period and attainment of a high

evaluation of the Group's sustainability performance by one of the leading ESG rating companies

Payout

80%

100%

120%

The following table shows the annualised value of the incentive compared to the fixed component in cases where results are achieved at the minimum, target and maximum thresholds.

Role

Min. (80%)

Target (100%)

Max. (120%)

Executive Chairman

134%

168%

202%

CEO

58%

72%

86%

Chief Corporate &

Supply Officer

133%

167%

200%

MSRs (aggregate media)

120%

140%

168%



Verification of the Performance Objectives

The verification of the achievement of the Performance Objectives will be carried out by Moncler's Board of Directors at the same time as the approval of the consolidated financial statements and the consolidated sustainability statement (included in the Management Report) for the 2028 financial year:

  1. the level of achievement of Net Income and Free Cash Flow shall be verified against the BP, subject to the assessment of the Remuneration Committee; and

  2. the level of achievement of the ESG objectives shall be verified subject to the assessment of (i) the Control, Risks and Sustainability Committee and (ii) the Remuneration Committee. Furthermore, the achievement of these objectives shall be verified and measured through the issuance of an assurance letter by an independent third party acting as external auditor.

The Board of Directors, through the People & Organization Function, will notify each Beneficiary of the achievement or non-achievement of the Performance Objectives and, consequently, of the number of Shares to be allocated or the full or partial extinction of the Moncler Rights granted.

Information on the implementation of the Plan will be made available to the public within the timeframe and in the manner provided for by the applicable law and regulations.

    1. and 2.3.1 Elements for determining the amount of the remuneration based on financial instruments, or the criteria for its determination

      The identification of the Beneficiaries and the determination of the number of Moncler Rights attributed to each of said Beneficiaries are carried out by the Board of Directors, upon the Company's proposal and subject to the opinion of the Remuneration Committee, taking into account the relevance of the respective position held within the Company or in the Subsidiaries and therefore of the complexity and responsibilities managed.

      The number of Moncler Rights to be granted to each Beneficiary is defined by assessing the strategic importance of each Beneficiary, also in terms of value creation, considering, among other things, the following elements:

      1. the organizational importance of the role;

      2. the performance track record of the role holder; and

      3. the need to adopt retention and attraction measures.

      The number of Moncler Rights attributed to individual Beneficiaries is determined on the basis of the proportion between the maximum amount of the medium- to long-term variable component that may be granted to the individual Beneficiary and the value of the Share calculated as the average of the official prices of the Shares in the 90 days preceding the resolution implementing the Plan by the Board (to be adopted by 30 June 2026).

    2. Reasons underlying any decision to attribute remuneration plans based on financial instruments not issued by the issuer, such as financial instruments issued by subsidiaries or controlling companies or third parties with respect to the group to which it belongs; in the event that the aforesaid instruments are not traded on regulated markets, information on the criteria used to determine the value attributable to them

      Not applicable as the Plan does not provide for the use of such financial instruments.

    3. Assessments regarding any significant fiscal and accounting implications that have affected the plans' definition

      Not applicable as there are no significant accounting or fiscal implications affecting the definition of the Plan.

    4. Any support for the plan by the special Fund for the incentive of the participation of

      employees in enterprises, pursuant to Article 4, paragraph 112 of Law no. 350 of 24 December 2003

      Not applicable as the Plan does not receive support from the aforementioned special fund.

  1. APPROVAL PROCESS AND TIMELINE FOR THE ALLOCATION OF THE SHARES
    1. Scope of the powers and functions delegated to the Board of Directors by the Shareholders' Meeting for the purpose of implementing the plan

      On 19 February 2026, the Company's Board of Directors (with the abstention of the Executive Directors due to their potential inclusion among the Beneficiaries), following the favorable opinion of the Remuneration Committee held on 16 February 2026, resolved to submit the Plan to the Shareholders' Meeting for approval.

      In addition to the approval of the Plan, the Shareholders' Meeting will be called to resolve on the granting to the Board of Directors of all powers necessary or appropriate to fully and completely implement the Plan, and in particular, all powers to identify the Beneficiaries, determine the number of Moncler Rights to be attributed to each Beneficiary, proceed with the granting of such Moncler Rights to the Beneficiaries, prepare all necessary documents in connection with the Plan, and perform any act or fulfilment necessary for the implementation and management of the Plan, including the adoption of the Regulation.

      Following the approval of the Shareholders' Meeting, therefore, the Board of Directors, with the opinion of the Remuneration Committee, will implement the Plan, resolving on the granting of Moncler Rights in favor of the Beneficiaries, and more generally, the implementation of the Plan (also by delegating specific activities of an operational nature to the People & Organization Function).

    2. Indication of the individuals entrusted with the management of the plan and function and competence thereof

      The body responsible for decisions concerning the Plan, without prejudice to the mandatory powers of Moncler's Shareholders' Meeting, is the Board of Directors, that, with the preliminary and advisory support of the Remuneration Committee and the Control, Risks and Sustainability Committee, within their respective areas of competence, as well as with the assistance of the People & Organization Function and the Corporate Affairs & Compliance Function, oversees the implementation and management of the Plan, approves the Regulation and resolves on matters concerning the Plan.

      The Board of Directors, with the prior binding opinion of the Remuneration Committee, may delegate specific activities of an operational nature to the People & Organization Function.

      In implementing the Plan Moncler will appoint a Financial Intermediary by granting him an irrevocable mandate.

    3. Any existing procedures for the review of the plans, also in relation to any changes in the basic objectives

      In the implementation of the Plan (and, therefore, following the approval of the Plan by the Shareholders' Meeting), the Board of Directors may approve, upon the proposal of the Remuneration Committee, inter alia, any amendments and supplements to the Plan and the Regulation, consistently with the Remuneration Policy.

      In particular, the Board of Directors will have the power, subject to the binding opinion of the Remuneration Committee and the Control, Risks and Sustainability Committee, within their respective areas of competence, to make any amendments and additions to the Plan and the Regulation deemed necessary or appropriate to keep the essential contents of the Plan as unchanged as possible, in compliance with the objectives and purposes pursued by the Plan, in case of events, transactions or extraordinary and/or unforeseeable circumstances concerning Moncler or the Group (i.e. mergers and demergers of Moncler or changes to the

      Group's scope, distribution of extraordinary dividends on the Shares through withdrawal of Moncler's reserves, transfers and contributions of business units, investments of a strategic nature that may affect the Group's results and scope, changes in macroeconomic conditions, changes of any kind to the Business Plans and strategic plans or other events liable to affect the Company and/or the Group, the Performance Objectives, the Shares or the Plan).

      It shall also be provided that, upon the occurrence, prior to the Grant Date, of certain extraordinary events (change of control, launching of a takeover or public exchange offer for Moncler Shares, removal from the listing of the Shares on EXM (delisting)), the Beneficiaries shall have the right to request the early allocation of a number of Shares to be determined pro rata temporis, subject to verification of the achievement of the Performance Objectives in accordance with the terms and conditions of the Regulation.

    4. Description of the ways to determine the availability and the allocation of the financial instruments on which the plans are based (e.g., free allocation of shares, capital increases with exclusion of the right of option, purchase and sale of treasury shares)

      The object of the Plan is the free grant of Moncler Rights that entitle the Beneficiaries, upon achievement of the Performance Objectives and without prejudice to the provisions of the Regulation, to the free allocation of 1 (one) Share for each Moncler Right granted, provided that the conditions set out in the Regulation are satisfied. For the purposes of the Plan, treasury shares purchased pursuant to the authorization of Article 2357 of the Italian Civil Code, which may be granted from time to time by the Shareholders' Meeting, will be used.

    5. The role of each director in determining the characteristics of the aforementioned plans; possible occurrence of conflict of interest situations involving the relevant directors

      The Board of Directors, at the meeting of 19 February 2026, with the favorable opinion of the Remuneration Committee, resolved to approve the Plan with the abstention of the Executive Directors due to their potential inclusion among the Beneficiaries.

    6. For the purposes of Article 84-bis, paragraph 5, letter a), the date of the resolution adopted by the competent body to propose the plans' approval to the shareholders' meeting and of the proposal of the remuneration committee, if any

      The Remuneration Committee preliminarily reviewed the terms of the Plan and provided its remarks. At the meeting of 16 February 2026, it examined the Plan, giving its favorable opinion and resolving to submit it to the Board of Directors for approval.

      The Board, therefore, at the meeting of 19 February 2026, with the favorable opinion of the Remuneration Committee, resolved to approve the Plan and submit it to the Shareholders' Meeting for approval, with the abstention of the Executive Directors due to their potential inclusion among the Beneficiaries.

    7. For the purposes of Art. 84-bis, paragraph 5, letter a), the date of the decision adopted by the competent body regarding the allocation of the instruments and the proposal to the aforesaid body formulated by the nomination and remuneration committee, if any

      The Plan is subject to the approval of the Shareholders' Meeting convened on 21 April 2026 in ordinary session. The Board will meet to take decision relevant for the implementation of the Plan following the approval of the Plan by the Shareholders' Meeting and by 30 June 2026, without prejudice to the power of the Board of Directors to identify additional Beneficiaries within 18 months from the beginning of the Vesting Period (it being understood that, in such case, the number of Moncler Rights shall be determined according to a pro rata temporis criterion).

    8. Market price, recorded on the aforesaid dates, for the financial instruments on which the plans are based, if traded on regulated markets

      As of the date of this Information Memorandum, the Plan has not yet been approved by the Shareholders' Meeting. That being said, the number of Moncler Rights granted to the Beneficiaries is determined on the basis of the proportion between the maximum amount of the medium-long term variable component attributable to the individual Beneficiary and the value of the Share, calculated as the average of the official prices of the Shares in the 90 days preceding the resolution for the implementation of the Plan by the Board (to be adopted by 30 June 2026).

    9. In case of plans based on financial instruments traded on regulated markets, in what terms and according to which procedures the issuer takes into account, in determining the timing for the allocation of the instruments within the scope of the implementation of the plans, the possible time overlap between:
      1. said allocation or any decisions taken in this respect by the remuneration committee, and

      2. the disclosure of any relevant information in accordance with Article 17 of Regulation (EU) no. 596/2014; e.g., in case such information is:

        1. not yet public and capable of positively influence the market quotations, or

        2. already published and capable of negatively influence the market quotations.

      The procedure for the allocation of Moncler Rights and the Shares will be carried out in full compliance with the disclosure obligations applicable to the Company, so as to ensure transparency and parity of information to the market, as well as in compliance with the internal procedures adopted by the Company and the prohibitions to operate in so-called Block-out Periods pursuant to Article 19, paragraph 11 of the MAR and the procedure adopted by Moncler with respect to Internal Dealing.

  2. CHARACTERISTICS OF THE INSTRUMENTS GRANTED
    1. Description of the forms in which the compensation plans based on financial instruments are structured

      The Plan provides for the free grant of Moncler Rights which entitle the Beneficiary, upon achievement of the Performance Objectives, to the free allocation of 1 (one) Share for each Moncler Right granted.

      In lieu of and in substitution of the assignment of the Shares, according to the terms and conditions set forth in the Regulation, on the Grant Date, the Company reserves the right (to be exercised at its sole discretion and on the basis of a resolution of the Board, upon prior opinion of the Remuneration Committee), to replace, in whole or in part, the Shares with the Replacement Amount.

    2. Indication of the period of actual implementation of the plan, with reference also to any other different cycles

      The Plan consists of a single Attribution Cycle and is based on a three-year Vesting Period (consisting of the fiscal years 2026-2028).

      The identification of the Beneficiaries and the determination of the number of Moncler Rights to be granted to each of them will be carried out, by 30 June 2026, by the Board of Directors (with the abstention of any Directors included among the Beneficiaries, subject to the opinion of the Remuneration Committee) following the approval of the Plan itself by the Shareholders' Meeting. This is without prejudice to the possibility for the Board to identify additional Beneficiaries within 18 (eighteen) months from the beginning of the Vesting Period, it being understood that, in this case, the number of Moncler Rights subject to allocation will be determined according to a pro-rata temporis criterion.

    3. Term of the Plan

      The duration of the Plan coincides with that of the Vesting Period.

    4. Maximum number of financial instruments, also in the form of options, assigned in each fiscal year in relation to the parties identified by name or to the indicated categories

      It is estimated that, upon achievement of the Performance Objectives, a maximum number of approximately 2,000,000 (two million) Shares will be required. The Shares to service the Plan will be exclusively treasury Shares purchased pursuant to the authorization of Article 2357 of the Italian Civil Code, which may be granted from time to time by the Shareholders' Meeting.

      The Plan does not provide for a maximum number of Shares which may be allocated in one fiscal year.

    5. Methods and clauses for the implementation of the plan, specifying whether the actual grant of the instruments is subject to the occurrence of conditions or to the achievement of certain results, including performance results; description of such conditions and results

      The actual accrual and consequent allocation of the Shares is subject to the achievement of the Performance Objectives at the end of the Vesting Period illustrated in Paragraph

      2.2 to which reference is made.

    6. Indication of any lock-up obligations on the attributed instruments or of the instruments resulting from exercise of the options, with particular reference to the term within which subsequent transfer to the same company or third parties is permitted or prohibited

      The Moncler Rights and all rights incorporated therein are strictly personal, registered, non-transferable and non-negotiable, and, therefore, not subject to attachment and not usable as security for debts or contracts entered into by each of the Beneficiaries towards Moncler or third parties.

      The Shares granted to Beneficiaries who are Executive Directors or Managers with Strategic Responsibilities are subject to a lock-up restriction in accordance with the recommendations of the Corporate Governance Code. Specifically, as of the Grant Date:

      1. the Executive Directors shall be required to continuously hold a number of Shares equal to 30% of the number of Shares subject to grant until the expiry of the mandate in office on the Grant Date; and

      2. the MSRs shall be required to continuously hold a number of Shares equal to 30% of those granted for at least 24 months from the Grant Date,

      net of the transferable Shares for the payment of tax, social security and welfare charges, if due, connected with the allocation of the Shares.

      Such Shares shall be subject to a Lock-up Obligation - and therefore they shall not be sold, contributed, exchanged, loaned, or be subject to any other acts of disposition inter vivos -until the expiry of the terms as set forth above, unless authorized by the Board of Directors, subject to the binding opinion of the Remuneration Committee.

      The Beneficiaries Executive Directors or Managers with Strategic Responsibilities to whom the Replacement Amount has been granted shall be required to reinvest the Replacement Amount in Shares of the Company, which, as of the date of purchase by such Shares, shall be subject to the restriction of unavailability under the conditions and terms set out in this Regulation. In such a case, the Board has the power to define the terms and modalities of said reinvestment.

    7. Description of any resolutive conditions in relation to the grant of the plans in the event that the recipients carry out hedging transactions that allow them to neutralize any prohibitions the on sale of the financial instruments granted, also in the form of options, or of the financial instruments resulting from the exercise of such options

      Not applicable, given that no termination condition is provided for in the event that the Beneficiary carries out hedging transactions.

    8. Description of the effects determined by termination of the employment relationship

      The granting to the Beneficiaries of Moncler Rights (and, if applicable, the allocation of the Shares) is conditional, among other things, to the condition that the Beneficiary maintains a Relationship with Moncler or one of its Subsidiaries.

      With reference to the different types of Relationship (distinguishing between: (i) subordinate employment relationships, (ii) directorship relationships, and (ii) collaboration, self-employment or consultancy relationships), the Regulation shall provide for the different effects caused by its termination, taking into consideration the cause and the time at which the termination occurs.

      The Regulation shall therefore provide for hypotheses of so-called good leaver (such as, by way of example and not limited to, the attainment of the conditions for early retirement, the expiry of the term of office or the death of the Beneficiary) and of so-called bad leaver (such as, by way of example and not limited to, the termination of the Relationship in the event of unilateral withdrawal by Moncler or the Subsidiaries, the revocation for just cause of the Beneficiary from office or the resignation by the same from the position).

      In the cases of so-called good leaver, the Beneficiary shall have the right to be assigned a number of Shares according to a pro rata temporis principle and subject to the achievement of the Performance Objectives, at the terms and conditions which will be set out by the Regulation. In the cases, instead, of so-called bad leaver, the Beneficiary shall have no rights with respect to the Moncler Rights granted and no compensation and/or indemnification shall be due by Moncler or the Subsidiaries for any damages and/or prejudices suffered by the Beneficiaries.

    9. Indication of other possible causes of termination of the plans

      Any causes of termination of the Plan will be specified in the Regulation during the implementation phase of the Plan.

    10. Reasons relating to any provision for a "redemption", on the part of the company, of the financial instruments that are the subject of the plans, provided for in accordance with Articles 2357 et seq. of the Italian Civil Code

      The Plan does not provide for redemption clauses by the Company.

      However, the Regulation will provide the following ex post correction mechanisms (so called malus and claw-back clauses):

      1. Malus condition: the Moncler Rights granted to each Beneficiary may be revoked (in whole or in part) prior to the Grant Date if the Beneficiary is subject to disciplinary measures or in case of fraudulent or gross negligence of the Beneficiary;

      2. Claw back: within 3 years from the Grant Date, the Board may obtain the return of the Shares (or, if they have already been sold, the return of the amount equal to the sale value), if (i) it turns out that the achievement of the Performance Objectives has been ascertained on the basis of data or information that has proven to be manifestly incorrect or (ii) fraudulent conduct or gross negligence by the Beneficiary is ascertained.

    11. Any loans or other facilities intended to be granted for the purchase of the shares in accordance with Article 2358 of the Italian Civil Code

      Not applicable, given that the Plan provides for the free grant of Moncler Rights.

    12. Indication of evaluations on the expected expense for the company at the date of relative allocation, as determinable on the basis of terms and conditions already defined, for overall amount and in relation to each instrument of the plan

      Based on the terms and conditions of the Plan already defined, it is estimated that, upon achievement of the Performance Objectives, a maximum number of Shares of approximately 2,000,000 (two million) will be required. As mentioned above, the Shares servicing the Plan will be exclusively treasury Shares purchased pursuant to the authorization of Article 2357 of the Italian Civil Code, which may be granted from time to time by the Shareholders' Meeting.

    13. Indication of any dilutive effects on the share capital determined by the remuneration plans

      The Plan does not entail any dilutive effects on Moncler's share capital since, as it uses treasury Shares, it does not provide for the issuance of new shares.

    14. Limits to the exercise of the voting right and to the granting of financial rights

      The Shares subject to assignment carry full dividend entitlement and, therefore, the related rights accrue for each Beneficiary from the moment he/she becomes the owner of the Shares. There are no limits on the exercise of voting rights.

    15. In the event that the Shares are not traded on regulated markets, any information useful for a full assessment of the value attributable to them

Not applicable, given that the Shares are negotiated on the EXM.

4.16 -4.23

Paragraphs 4.16 to 4.23 of Schedule 7 of Annex 3A of the Issuers' Regulations related to the attribution of stock option plans are not applicable as the Plan relates to Moncler Rights which entitle to the allocation of Shares.

4.24 Compensation plans based on financial instruments

The information referred to in Paragraph 4.24 of Chart 7 of Annex 3A of the Issuers' Regulation will be provided in accordance with the terms and conditions set forth in the aforementioned Article 84-bis, paragraph 5 of the Issuers' Regulation.