A2A S p A : Annual Report on Remuneration – 2022

2022

Remuneration Report

Report on Remuneration

2022

this document is available at the websitewww.a2a.eu

A2A Report on Remuneration 2022

Contents

1	Introduction
2	Regulatory framework
3	Governance system and organizational structure of A2A	7
4	2022 Remuneration Policy - Additions and Summary	9
Fixed remuneration	9
Variable remuneration	9
Long-term incentive system	10
Non-monetary benefits	11
Deferral - malus and claw back clauses	11
Severance - Non-Competition Agreements and Non-Solicitation	11
Summary of remuneration components	11
Disclosure of remuneration (pay ratio)	17
5	Section 1 - 2022 Remuneration Policy	18
a. Preparation, approval and implementation of the Remuneration Policy:
procedures, bodies and entities involved	18
b. Aims and Principles of the Remuneration Policy	23
b1. Background: working conditions of employees	23
b2. Linking the Remuneration Policy with the Business Plan	23
b3. Aims of the Remuneration Policy	24
c. Detailed Structure of the Remuneration Policy	25
c1. Introduction	25
c2. Remuneration of the Members of the Board of Directors	25
c3. Remuneration of the Chair of the Board of Directors	26
c4. Remuneration of the CEO and General Manager	27
c5. Remuneration of Key Executives	28
c6. Board of Statutory Auditors	29
c7. Non-monetary benefits	29
c8. Indemnities in the event of termination of office or termination of employment	30
c9. Deferral of cash components and claw-back and malus clauses	30
c10. Benchmark of other companies on remuneration policies	31
6	Section 2 - Implementation of the 2021 Remuneration Policy	32

4 6

This is a translation of the Italian original "Relazione sulla remunerazione 2022" and has been prepared solely for the convenience of international readers. In the event of any ambiguity the Italian text will prevail. The Italian original is available at the website.

3

1 Introduction

1 Introduction

A2A S.p.A. (hereinafter also "A2A" or the "Company") is convinced that a transparent, meritocratic and sustainable remuneration and incentive policy contributes - as an essential and fundamental element - to the Company's strategy and to the alignment of interests between the Company and its shareholders.

In particular, the Company believes that the variable incentive systems constitute fundamental elements to guarantee the sustainability of performance, development and retention of managers. Precisely for this purpose, the Remuneration and Appointments Committee, on a mandate from the Board of Directors, carried out - in the second half of 2021 and in the first quarter of 2022 - an in-depth study to introduce a long-term incentive system (hereinafter also "LTI"), submitting the implementation proposal to the Board of Directors.

The Board of Directors analyzed and discussed the proposal, approving it but postponing its application to a moment of greater clarity of the current geopolitical context and its possible repercussions on the business, subject to approval by the Shareholders' Meeting.

A2A - in order to contribute to the achievement of the United Nations Sustainable Development Goals (SDGs) - has defined sustainability objectives as part of its multi-year Strategic Plan, which also integrate ESG (Environmental, Social and Governance) factors among the strategies it has implemented. These objectives are also reflected in the remuneration policy, becoming fundamental elements of the incentive systems.

The 2021-2030 Strategic Plan aims to concretely support the realization of 11 SDGs of the UN 2030 Agenda, in order to reintroduce value in the production system and in the "Capital", in a model of circular development.

A2A has identified six different aspects of Capital:

• • Financial, economic resources involved in the production processes;

• • Manufacturing, all property, physical assets, plant and equipment used to produce and deliver the services operated by A2A;

• • Natural, environmental processes and resources involved in the production of services;

• • Human, skills, abilities and experience of those who work in A2A;

• • Intellectual, all knowledge and skills, intangible resources and intellectual property of the Group;

• • Relational, our ability to share value and build relationships with stakeholders to increase collective well-being.

With this in mind, the Guidelines for remuneration systems have been more comprehensively defined with the aim of strengthening the sustainability of results and confirming the solid and prudent management of risks, which had to take into account, also during 2021 as in this first part of 2022, the effects of the ongoing pandemic.

The Remuneration Policy for the year 2022 (hereinafter also referred to as the "Policy"), defined in accordance with the regulatory framework, the corporate governance model adopted and the recommendations of the Corporate Governance Code, has the purpose of attracting, retaining and motivating the best talents, necessary for the achievement of the objectives of the multi-year Business Plan as approved by A2A's Board of Directors.

The definition of the Policy - as a transparent and structured process, in line with regulatory indications and the recommendations of the Corporate Governance Code - involves the various corporate governance bodies, which, in addition to the Shareholders' Meeting, also include A2A's Board of Directors, the Remuneration and Appointments Committee, the ESG and Territory Relations Committee, and, where necessary, the Related Parties Committee and the Control and Risk Committee.

The Board of Statutory Auditors attends the meetings of the Remuneration and Appointments Committee and expresses the opinions required by current regulations, verifying consistency with the Remuneration Policy adopted by the Company.

The European and Italian legislative and regulatory context has been changing in recent years, with an increased focus on improving transparency towards the stakeholders of listed companies, also with reference to the remuneration of directors and, more generally, of the resources involved in the production and distribution process.

This Report (hereinafter also "Report") was approved on March 23, 2022 by the Board of Directors (hereinafter also "BoD") of A2A S.p.A. (hereinafter also "A2A" or the "Company"), as proposed by the Remuneration and Appointments Committee (hereinafter also the "Committee") and it has been prepared in compliance with Directive (EU) 2017/828 - Shareholder Rights Directive II (SHRD II), pursuant

4