Exor N : Amended Remuneration Policy

- DRAFT -

PROPOSAL FOR THE REMUNERATION POLICY OF EXOR N.V.

To be submitted to the 2022 AGM

INTRODUCTION

This remuneration policy (this "Policy") will, upon approval by the shareholders' meeting of EXOR N.V.

("Exor" or the "Company") on 24 May 2022, replace the remuneration policy that was approved by Exor's shareholders' meeting on 20 May 2020. It describes the policies, structures and principles in the area of remuneration for the executive directors ("Executive Directors") and the non-executive directors ("Non-Executive Directors") of Exor.

Exor is a diversified holding company with a culture that combines entrepreneurial spirit and financial discipline. Our purpose is to build great companies, that perform to the highest standards, seek renewal and change, are distinctive and act in a responsible way, while providing opportunities for its people to grow, make a positive contribution to society and deliver superior returns to its investors.

This Policy supports Exor's strategy, is suited to its performance-driven and meritocratic culture and is aligned with the identity, mission and values of the Company. Its objective is to provide a compensation structure that allows the Company to attract and retain the most highly qualified members of the board of directors (the "Board") and to motivate them to achieve business and financial goals that create long-term value for shareholders in a manner consistent with the core business and leadership values of the Company.

Remuneration principles Executive Directors

In order to attract, retain and motivate with the right balance of qualities, capabilities, profile and experience needed to support and promote the growth and sustainable success of the Company and its business, this Policy aims to provide a total compensation opportunity that:

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is competitive as compared to the compensation paid by comparable companies; reinforces the Company's performance driven culture and meritocracy; assures that the interests of the Executive Directors are closely aligned to those of the Company, its business and its stakeholders; and creates long-term value for shareholders and other stakeholders in a manner consistent with the core business and leadership values of the Company.

The compensation structure for Executive Directors includes fixed components (base salary, general benefits and retirement benefits) and variable components based on the Company's short- and long-term performance. We believe that this structure promotes the identity, mission and values of the Company in view of its position as holding company and is designed to encourage the Executive Directors to act in the best interests of Exor in a sustainable manner.

Remuneration principles Non-Executive Directors

In order to attract qualified Non-Executive Directors with the required qualities, capabilities, profile and international experience, compensation is based on the following principles:

•  remuneration levels are in line with peers and with levels adequate to attract qualified Non-Executives; and

•  remuneration is aligned with the responsibilities of the position and time spent.

The remuneration arrangements for Non-Executive Directors provide a simple and transparent structure of fixed annual cash fees. In receiving fixed cash remuneration only, Non-Executive Directors can provide independent, objective stewardship of the Company with no conflict between individual financial interests and decisions made by the Board.

This Policy takes into account all applicable laws and regulations, such as, but not limited to, the requirements of the Shareholder Rights Directive and its implementation into the Dutch Civil Code, the

Dutch Corporate Governance Code, Exor's articles of association (the "Articles of Association") and the regulations of the Board, as applicable from time to time. All euro amounts mentioned in this Policy are gross amounts.

SUMMARY OF CHANGES

The Policy was last amended by the general meeting of shareholders of the Company in May 2020 and was approved by over 97% of the votes cast. In particular, the fact that the Company had decided to postpone the introduction of a new long-term incentive scheme during the 2020 financial year in light of the prevailing economic situation and the uncertainties of the COVID pandemic, was valued.

Executive compensation

During the past year, the compensation and nominating committee (the "CNC") reviewed its approach to variable compensation for Executive Directors, taking into account the long-term strategic opportunities of Exor and the view of its shareholders expressed since the vote of the shareholders' meeting on the previous remuneration policy in 2020. A recurring theme in our shareholders' feedback has been the strong preference for long-term performance-based share incentives as the prime remuneration component, instead of time-restricted share awards and options awarded under the previous policies.

This Policy offers a fundamental change in the structure of the executive remuneration package. It will become primarily at risk with high performance conditions and is geared towards long-term value creation. The focus on the long-term incentive consisting of performance elements only that are largely dependent on the Company's performance and results, reflects Exor's long-term perspective and ensures the interests of the Executive Directors are aligned with those of Exor.

This new remuneration package will apply to Executive Directors only and in effect, at this time, to the CEO as the sole Executive Director of the Company. The principles of this Policy however guide remuneration throughout the management levels with the share of pay at risk rising with rank and responsibility.

The remuneration of the CEO will be set and accounted for in euros ("EUR" or "€"). The short-term incentive ("STI") is also being changed and the value is decreased substantially in line with a reduction of the base salary. The financial metrics will be directly related to the value for shareholders, the Company capital structure and cash returns realized which differentiates them from the return-based metrics of the long-term incentive.

Structural change focuses on the long-term incentive ("LTI") that, up to 2021, consisted of a grant of options to a value of US$ 4 million per year (see the section Legacy Arrangements for further information). As of 2022, this Policy will provide for an annual grant of performance share units ("PSUs") to a value of up to EUR 6 million. The increase in value, compared to the previous LTI reflects the increase of risk as thepay-out can be zero. Upon vesting, PSUs may result in delivery of ordinary shares in the capital of the Company ("Shares").

The PSUs may vest only if pre-set and stretching performance targets have been met and the Executive Director is still employed. The 2022 PSU plan will be based on Total Shareholder Return ("TSR") for one half of the award and Net Asset Value ("NAV") versus the MSCI-World Index ("MSCI-WI") for the other half of the award. The CNC will include Environmental, Social and Governance ("ESG") metrics upon the establishment and validation of relevant and measurable KPI's, as soon as these can be applied in a reliable manner.

Target level performance is ambitious at a compounded annual growth rate ("CAGR") of the TSR of 8% and NAV equaling the MSCI-WI over a three-year period. Maximum performance is only achieved at a compounded annual TSR growth rate of at least 20% and the NAV exceeding the compounded annual growth rate of the MSCI-WI by 10%, again over a three-year period. Pay-out will be three times the target amount to reflect the significant stretch in performance at this level. After vesting, an additional 2-year holding period applies, bringing the total holding period after grant to five years in compliance with the Dutch Corporate Governance Code.

With the introduction of the new LTI, the first PSU vesting will take place in 2025. As there will be no PSU vesting in 2023 and 2024, the 2022 award will be equal to three annual grants, all vesting in 2025.

Non-Executive Compensation

The remuneration package for the Non-Executive Directors only contains one change compared to the remuneration package that has been approved by the AGM in 2020, being an amount of fixed fee for Non-Executive Directors that are a member of the newly installed Environmental, Social and Governance Committee is now also included (being EUR 7,500 for each member and EUR 10,000 for the Chair).

REMUNERATION POLICY EXECUTIVE DIRECTORS

This section will set out remuneration for Executive Directors. The remuneration for Non-Executive Directors will be presented subsequent section.

EXECUTIVE COMPENSATION LEVEL

Exor monitors compensation levels and trends in the market and periodically benchmarks its executive compensation program and the compensation offered to Executive Directors against peer companies. To this end, a reference group of ten large listed investment companies has been composed with a comparable size and international portfolio, seven of which have a seat in Europe, two in the US and one in Asia. The level of Exor's executive total direct compensation ("TDC", i.e. base salary plus STI and LTI at target) is aligned with the Company's relative position within the reference group.

REMUNERATION COMPONENTS

Executive remuneration may consist of the following primary components:

Purpose & link to strategy	Quantum
Fixed components
Base salary	The primary objective of the base salary (the fixed part of the annual cash compensation) is to attract and retain highly qualified Executive Directors	Well below market level
General benefits	A range of benefits may be provided to Executive Directors in order to place Exor in a competitive position (e.g. medical insurance, liability insurance, external advice)	Aligned with market practice
Retirement benefits	Provides cost-effective, competitive post-retirement benefits in order to attract and retain highly qualified Executive Directors	Well below market level
Variable components
Short-term incentive	The primary performance objective is to incentivise Executive Directors to focus on the short-term financial or other business priorities as set by the CNC for the current year that serve Exor's strategy and to enhance alignment with the value creation objectives	Well below market level at 100% of base salary
Long-term incentive	The objective of long-term PSU grant is to (i) align the interests of the Executive Directors with those of our shareholders and other stakeholders; (ii) motivate the attainment of the Company's financial and other performance goals and reward sustained long-term value creation; and (iii) serve as an important attraction and long-term retention tool that is being used to strengthen on-going commitment to the Company	At target value of EUR 6M brings TDC in line with peer group

The composition of the remuneration package is designed to fit the Company's performance-driven nature. By its DNA, the Company's focus is long-term and its purpose is to build great companies that perform to the highest standards in order to make a positive contribution to society and deliver superior returns to its investors over the long term.

In line with our purpose and strategy, the remuneration package consists primarily of variable components that are conditional on a long-term performance targets. When all performance targets are met in full, the base salary contributes 7% of TDC, the short-term incentive another 7% and the long-term incentive the remaining 86%.

The actual ratio between fixed and variable pay for the Executive Director will be influenced by the extent to which targets are met. The graph below presents the TDC granted at different performance levels, compared to the compensation under the previous remuneration policy including Stock Options ("SOs") that is presented in the bar on the left:

The different components of the remuneration package will be described in the following paragraphs.

Base Salary

The fixed base salary takes into consideration the Executive Director's skills, experience, scope of responsibilities and is set below competitive market levels. The Company's policy is to periodically benchmark comparable salaries paid to other executive directors in its compensation reference group. Base salary increases are not guaranteed for Executive Directors. Salary increases will be made taking into account those awarded to the Company's wider employee population. For 2022, the CEO's base salary is set at EUR 500,000.

General benefits

Executive Directors may also be entitled to fringe benefits, including but not limited to, medical insurance, liability insurance, external advice and discounted fund management charges on funds managed by Exor. The CNC may grant other benefits to the Executive Directors in particular circumstances.

Retirement benefits

Provision of market competitive pension arrangements or a cash alternative based on a percentage of base salary. Currently, the CEO does not receive any retirement benefits.

Short-term incentive (STI)

Each year Executive Directors may be awarded an STI, depending on the performance delivered in the year. A balanced set of financial and non-financial performance measures referenced to the financial and strategic objectives of the Company for the financial year are set annually by the CNC, with appropriately stretching targets for each measure. The STI only pays out when the targets are fully met or exceeded. There is no reward for below-target performance, nor an extra award for over performance.

The STI performance metrics are directly related to the Company strategy of building great companies that perform at the highest standards. The financial metrics will always be directly related to the value for shareholders, the Company capital structure and the cash returns realized. In principle, the Loan to Value