The Board of Directors held on 24 April 2024 established a Remuneration and Appointments Committee consisting of three non-executive directors of which two independent, including the Chairman:

Members of the Remuneration and Appointments Committee hold office until the expiry of their mandate as directors and, therefore, until the approval of the financial statements for the year ending 31 December 2026.

The Board of Directors has tasked the Remuneration & Appointments Committee with the following functions and duties:

  • to assist the Board of Directors, in an advisory capacity, in the formulation of the remuneration policy for the
    Directors and Key Management Personnel as per art. 123-ter TUF;
  • to present proposals or express opinions on the remuneration of the executive directors, the other directors with special responsibilities and the directors who are members of board committees, and on the setting of performancetargets linked to variable remuneration. In particular, during the year, the Committee advised the Board of Directors on the criteria, categories of beneficiaries, quantities, terms, conditions and modalities of the existing share-based remuneration plans, as well as supported the Board of Directors on the executive activities related to the aforesaid plans;
  • to monitor the actual application of the remuneration policy and, specifically, to verify that performance targets are met;
  • to perform a regular assessment of the overall adequacy and consistency of the remuneration policy for Directors and Key Management Personnel;
  • to assist the Board of Directors in the self-assessment of the Board of Directors and its Committees and in the formulation of guidelines for the qualitative and quantitative composition of the Board of Directors deemed to be optimal, taking into consideration the outcome of the self-assessment;
  • subject to legal requirements, to identify and propose candidates for the post of Director in the event of cooptation;
  • to support the Board of Directors with regard to the eventual presentation of a list by the outgoing Board of Directors, through use of procedures that ensure its composition and transparent presentation;
  • to propose to the Board of Directors the possible adoption of a succession plan for the chief executive officer and the other executive directors.

The Committee held 4 meetings in 2025, each duly minuted. Each meeting was also attended by the Chair of the
Board of Statutory Auditors, at the request of the Committee itself.

The meetings in 2025 covered:

  • a review of the implementation of the Remuneration Policy during 2025;
  • verification of Vesting Conditions related to the 2022-2024 Performance Share Plan;
  • examination of the Remuneration and Compensation Report to be submitted to the Board of Directors for
    approval;
  • examination of the proposal to the Board of Directors to set up a 2025-2027 Performance Share Plan.