Digital Bros S p A : Remuneration Report as of June 30th, 2022

Remuneration policy and fees paid report

at June 30th, 2022

pursuant to Art. 123-ter of Legislative Decree no. 58 of February 24th, 1998 and

Art. 84-quater of the Regolamento Emittenti (Issuers' Regulation)

Approved on September 22nd, 2022

Digital Bros S.p.A.

Via Tortona, 37 - 20144 Milan, Italy

VAT number IT095

Share capital: Euro 6,024,334.80 of which Euro 5,706,014.80 subscribed

Milan Companies House No. 290680-Vol. 7394 Chamber of Commerce number1302132

This report is available in the Governance/Remuneration section of the Company's website at

www.digitalbros.com

Please consider that this is an Italian to English translation and that the Italian version shall always prevail in

case of any discrepancy or inconsistency

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Index
GLOSSARY ....................................................................................................................................................................	4
SECTION I......................................................................................................................................................................	5
SECTION II Remuneration paid to the Boards of Directors' members, the Statutory Auditors, General Managers
and other key managers .................................................................................................................................................	15
Executive Directors' remuneration ................................................................................................................................	15
Non-ExecutiveDirectors' remuneration........................................................................................................................	17
Independent Directors' remuneration ............................................................................................................................	18
Statutory Auditors remuneration....................................................................................................................................	18
Table 1: Board of Directors and key managers remuneration .......................................................................................	19
Table 1: Board of Statutory Auditors remuneration ......................................................................................................	22
Table 2: Stock options awarded to the Board of Directors' members, the General Managers and other key
managers........................................................................................................................................................................	23
Table 3B: Monetary incentive plans payable to the Board of Directors' members, the General Managers and
other key managers........................................................................................................................................................	25
Table 7-terin accordance to Annex 3A of the Issuers' Regulation ...............................................................................	27

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GLOSSARY

Board: the Board of Directors of Digital Bros S.p.A..

Civil Code/c.c.: the Italian Civil Code.

Company or Issuer: Digital Bros S.p.A..

Consolidated EBIT: net consolidated operating margin as reported in the consolidated financial statements for the fiscal years ending at June 30th.

Corporate Governance Code/Code: the Corporate Governance Code for listed companies approved in January 2020 by the Corporate Governance Committee.

Fiscal year/Reporting Period: the year ended at June 30th, 2022 to which the Report is referred.

Group or Digital Bros Group: collectively, the Company and its subsidiaries pursuant to Art. 93 of the T.U.F..

Issuers' Regulations: the Regulations issued by Consob with the resolution no. 11971/1999, as subsequently

amended.

Market Regulations: the Regulations issued by Consob with the resolution no. 20249/2017, as subsequently

amended.

Policy or Remuneration Policy: the remuneration policy approved by the Shareholders' Meeting of October 28th,

2020 and of June 15th, 2021.

Related party regulations: the Regulations issued by Consob with the resolution no. 17221 of March 12th, 2010 (as subsequently amended).

Remuneration Committee: internal committee established to advise, make proposal to the Board of Directors and monitoring the Directors' remuneration.

Report or Remuneration Report: the Report on the policy regarding remuneration and fees paid published in compliance with Art. 123-ter of the T.U.F. and approved by the Board of Directors.

T.U.F.: Legislative Decree no 58 of February 24th, 1998 (Consolidated Law on Finance), as subsequently

amended.

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The Remuneration Report at June 30th, 2022 has been prepared in accordance with the Art. 123-ter of Legislative Decree no. 58 of February 24th, 1998 and with Art. 84-quater of the Consob Regulation no. 11971 of May 14th, 1999, as subsequently amended.

The Report is divided into two sections:

• section I, which describes the Remuneration Policy of Board members and directors with strategic responsibility ("key managers") and the procedures used to adopt and implement it;
• section II, which details the individual remuneration of each member of the Board and Statutory Auditors and the cumulative remuneration of the key managers describing the compliance with the Remuneration Policy. It is submitted to the non-binding vote of the Shareholders' Meeting.

The remuneration of the Board, of the Statutory Auditors and of the key managers is detailed in the tables attached

to this Report in accordance to the Issuers' Regulations.

SECTION I

The first section of the Report describes the remuneration policy adopted by the Company and the principles and guidelines that Digital Bros Group uses to determine and monitor the application of the remuneration practices for the Board members and the key managers.

The Remuneration Policy was approved by the Shareholders' Meeting of June 15th, 2021 as proposed by the Remuneration Committee in accordance with the Corporate Governance Code.

The related party transactions procedure adopted by the Company (pursuant to Consob Resolution no. 17221/2010, as subsequently amended) does not apply to the resolutions which involve the remuneration of Directors and the key managers if:

1. the Company adopted a remuneration policy recommended by a committee formed exclusively by non-executive directors, the majority of whom independent;
2. the Remuneration Report has been submitted for the binding vote to the Shareholders' Meeting;
3. the remuneration is consistent with the Policy.

External independent experts assisted the Remuneration Committee in the preparation of the Remuneration Policy and of the benchmark analysis.

In respect of the Law and the bylaws, the Board of Directors is responsible of the correct implementation of the Policy in respect of the Chief Executive Officer ("CEO") remuneration. The Chief Executive Officer defines the remuneration of key managers (also through suggestions and proposals to the subsidiaries' Board of Directors).

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