Digital Bros S p A : Rules to the 2021-2027 Medium-Long Term Monetary Incentives Plan

RULES TO THE 2021-2027MEDIUM-LONG TERM MONETARY INCENTIVES PLAN

These Rules to the Medium-Long Term Monetary Incentives Plan (hereinafter referred to as the "Rules") were adopted by the Board of Directors and approved by the Shareholders' Meeting (with regard to executive directors) of Digital Bros S.p.A. (hereinafter, "Digital Bros" or the "Company") as a tool to incentivize and retain Executive Directors and other Professional Profiles (as defined below) and it is aimed at ensuring, consistently with international best practices, the following objectives:

• reward medium-long term performances that help increase and consolidate the growth and success of the Digital Bros Group creating value for shareholders;
• strengthen the consistency of Executive Directors' and Professional Profiles' interests with shareholders' interests in the medium-long term;
• support the company's profitability;
• promote the medium-long term sustainability of the company's profitability;
• develop retention policies to retain the company's key resources.

Indeed, the Group is experiencing a period of growth and believes it is strategically important to sustain it over time, in order to deal efficiently with competitors internationally, constantly pursuing sustainable success goals. For these reasons, the Group has demonstrated its will to maintain its self-financing level, which marked the latest decade, in order to increase the number and quality of its intellectual property assets. In this context, it is decisive to be able to rely on a stable management structure over time, also in light of the fact that the editorial choices the Group is starting today shall produce effects only after a few years.

The Rules describe the terms and conditions of the Medium-Long Term Incentives Plan for 2021-2027 (the "Plan"). The Plan provides for monetary incentives to be disbursed upon achieving predetermined quantitative performance objectives, as further described below. The Plan is not based on financial instruments pursuant to Article 114-bis of Legislative Decree No. 58/1998 ("Consolidated Finance Act -

TUF").

The Plan implements the recommendations of Listed Companies' Corporate Governance Code approved by Borsa Italiana's Corporate Governance Committee in January 2020, as amended from time to time, and it is based on the remuneration policy approved by the Company's Shareholders' Meeting of 15 June 2021.

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1. DEFINITIONS

For the purposes of these Rules, the capitalized terms and expressions set out below shall have the meaning specified below for each of them:

• "Executive Directors": Digital Bros directors with individual management powers or holding management positions within the Company or in Group companies to be identified upon implementing the Plan.
• "Beneficiaries": the persons who shall be offered Plan participation, comprising Executive Directors and other Professional Profiles in the Group.
• "Bad Leaver": all cases of Employment termination other than cases of Good Leaver.
• "Remuneration Committee": the Remuneration Committee established and appointed by the Board of Directors of Digital Bros.
• "Termination Notice": the written notice (as a unilateral act or bilateral agreement) concerning the termination of Employment.
• "Board of Directors": the Board of Directors of Digital Bros.
• "Good Leaver": the following cases of Employment termination:
• • resignation for cause;
  • termination upon expiration of the protected period guaranteed in case of absence for illnesses;
  • termination for justifiable objective reason, or in any event, for technical, organizational and production reasons;
  • termination of one's term as director, except if revoked for cause, and lapse of one's term;
  • consensual termination of employment;
  • the Beneficiary's access to a seniority or old-age pension scheme;
  • death and/or permanent disability.

Instances of Bad Leaver also include Digital Bros losing control over the subsidiary where the Beneficiary is employed.

• "Group": Digital Bros and the subsidiaries controlled by Digital Bros pursuant to Article 93 of the Consolidated Act.
• "Individual Incentive": cash amount attributed to the Beneficiaries in furtherance of this Plan, and which may be disbursed at the end of each Period based on predetermined performance conditions.
• "Total Incentive": total amount of the cost (i.e., including relevant social security and/or pension scheme contributions) of the Individual Incentives during each Period. The Total Incentive may not exceed 5% of the Operating Margin.
• "Maximum Incentive": gross overall amount of the monetary incentives that may be attributed to the Beneficiaries under the Plan. The Maximum Incentive is determined by the Shareholders' Meeting, as far as the Executive Directors are concerned, and by the Board of Directors, as far as the other Professional Profiles are concerned.

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• "Acceptance Letter": letter with the contents set out under Schedule A, which shall be delivered to each Beneficiary, and the execution and delivery of which to the Group Company relevant to the Beneficiary shall constitute, for all intents and purposes, full and unconditional acceptance of the Plan by the latter.
• "Professional Profiles": management figures who, albeit not qualified as managers with strategic responsibilities, hold in any event a significant position within the organization.
  The Professional Profiles shall be identified upon implementing the Plan from among those who, as of the acceptance date, are employees and/or serve within the Group.
• "Operating Margin": operating margin as resulting from the consolidated accounts for each financial year (Line RG 22).
• "Plan": the incentive plan denominated "2021-2027Medium-Long Term Monetary Incentives
  Plan" aimed at the Beneficiaries.
• "Period": financial years relevant for the purposes of verifying whether the performance objectives set out under the Plan for disbursement of the Individual Incentives have been met, identified as follows:
• • as for the first Individual Incentive: financial years 2021 and 2022;
  • as for the second Individual Incentive: financial years 2023 and 2024;
  • as for the third Individual Incentive: financial years 2025, 2026, and 2027.
• "Employment": the employment contract or the (so-called "organic") management relationship existing between the Beneficiaries and the Group. If an employment and a management relationship coexist for the same Beneficiary, for the purposes of the Plan the employment contract shall be taken into account.
• "Company" or "Digital Bros": Digital Bros S.p.A., with registered office in Milan, Via Tortona 37.

2. SCOPE

These Rules, approved by the Board of Directors at the meeting of 10 May 2012 and by the Shareholders (as far as the Executive Directors are concerned) at the Shareholders' Meeting of 15 June 2021, provides for Individual Incentives to be disbursed over the course of 2021-2027.

The Plan is exclusively reserved to Executive Directors and to other Professional Profiles of the Group who, upon being included in the Plan, meet the following requirements:

1. are party to an Employment contract with the Group;
2. have not given notice of their intention of withdrawing from Employment;
3. have not received notice from the Company for the termination of their Employment due to dismissal, withdrawal, or revocation, or any other cause;
4. have not agreed to mutually terminate their Employment.

3. PLAN ACCEPTANCE

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The Company shall send the Beneficiaries identified as described in the following paragraphs the Rules and the Acceptance Letter, which shall set out:

1. the extent and manner in which any Individual Incentives shall be calculated;
2. the period for accrual of the right and disbursement of the Individual Incentive.

Each Beneficiary may accept to participate in the Plan by filling in and executing the Acceptance Letter and a copy of the Rules within 30 days from receipt thereof, the originals of which shall be delivered to the Human Resources office of the Group entity to which the Beneficiary belongs, and a copy to be sent to the Group's Human Resources office. Execution of the Acceptance Letter implies full and unconditional acceptance of all the provisions, conditions, and terms set forth and governed by the Rules.

If the Group receives no such notice within the term set out above, the Beneficiary's acceptance of the Plan shall be deemed as rejected.

4. NATURE AND FEATURES OF MONETARY DISBURSEMENTS

The amount of Individual Incentives reserved to each Beneficiary is notified by delivery of the Acceptance Letter.

The Shareholders' Meeting, as far as Executive Directors are concerned, decides who shall benefit from the Plan, the Maximum Incentive reserved to the Executive Directors, and the extent of Individual Incentives in relative terms (percentages).

As regards the other Professional Profiles, the Board of Directors shall set the Maximum Incentive and identify individual Beneficiaries and the extent of Individual Incentives in relative terms (percentages). The Individual Incentives awarded through the Plan:

• shall constitute an extraordinary pay-out and may not for any reason be considered as an integral part of the Beneficiaries' ordinary salary and/or fees/remunerations. In particular, the Individual Incentive shall be deemed to include any relevant impact on direct and indirect salary components governed by existing collective bargaining and individual agreements (such as, for example, thirteenth and fourteenth month's pay and supplementary indemnity, if due) and under the law (such as, for example, notice compensation), except for employee severance indemnity, if applicable, since that has been taken into account when setting the Individual Incentive, and therefore it shall have no effect on the calculation of such components. Of course, for any Beneficiaries that are not residents of Italy, the foregoing shall not prejudice application of legislation applicable to them;
• they may not constitute prerequisites for the award of any similar or further benefits, both as part of the Plan and unrelated to it;
• they shall not attribute the Beneficiaries the right, upon expiration of the Plan, to participate in any further incentive systems, however implemented, or any remunerations;
• they shall not attribute to the Beneficiaries the right to continue Employment until expiration of the Plan.

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5. PLAN DURATION

The Plan shall have a 7-year term, from 1 July 2020 to 30 June 2027.

6. CRITERIA AND MANNER IN WHICH INCENTIVES ARE ATTRIBUTED

The amount of Individual Incentive is set by the Board of Directors of the Company based on the Operating Margin value actually recorded during the Period, which constitutes the performance objective under this Plan.

For each Period, all Executive Directors and Professional Profiles shall be paid a percentage monetary value based on the Operating Margin achieved in the Period, on the portion exceeding 35 million Euro for the first two Periods and 52.5 million Euro for the last Period (equal to an average operating revenue per financial year of 17.5 million Euro, the so-called Floor).

The percentages to be applied to the Operating Margin on the portion exceeding the Floor increase over time and shall be 6% in the first Period, 9% in the second, 12% in the last Period (the so-called Maximum

Incentive).

Such percentage will correspond to a total amount to be individually allocated during the Period based on criteria set by the Shareholders' Meeting and/or by the Board of Directors, as the case may be.

The total cost of Individual Incentives (i.e., the Total Incentive) may not exceed 5% of the aggregate Operating Margin recorded in the respective Periods (the so-called Cap). If the Total Incentive exceeds the 5% threshold, the same shall be reduced accordingly and allocated based on the same individual allocation percentages.

Therefore, the following rules apply to quantify the Individual Incentives to be paid out under the Plan:

• no Individual Incentive shall be disbursed for results below the Floor;
• no Individual Incentive shall in any event be disbursed if financial years during the Period do not show aggregate net profits, after deducting the Total Incentive to be paid out (the so-called
  Adjustment) and any portion to be allocated to legal reserves pursuant to Articles 2430 and 2432 of the Italian Civil Code;
• the Total Incentive may under no circumstances exceed the Cap;
• the amount of Individual Incentives shall be set in direct proportion (or as a percentage of) the results achieved.

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