IVS S A : March 30th, 2021 – IVS Group S.A. – Remuneration Report

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REMUNERATION REPORT 2021

Summary
FOREWORD................................................................................................................................................	3
SECTION I (2021) ........................................................................................................................................	4
IVS Group S.A. .................................................................................................................................................	4

1. Roles and responsibilities of the bodies and individuals involved in preparing and implementing

remuneration policies..........................................................................................................................................	4
	1.1.	Shareholders .....................................................................................................................................................................	4
	1.2.	Board of Directors..............................................................................................................................................................	4
	1.3.	Appointment and Remuneration Committee....................................................................................................................	2
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	1.4.	Co-CEOs..............................................................................................................................................................................	6
	1.5.	Human Resources ..............................................................................................................................................................	6
	1.6.	Internal Audit ....................................................................................................................................................................	7
2.	Outside consultants involved in the preparation of the remuneration policy .................................................	7
3.	Reasons and aims pursued with the remuneration policy ..............................................................................	7
3.1. Changes to the remuneration policy for the financial year 2021 compared to financial year 2020 ...............	8
4.	Benchmarks used .........................................................................................................................................	8
5.	Remuneration structure ...............................................................................................................................	8
	5.1	Categories included in the remuneration policy................................................................................................................	9
	5.2	Fixed and variable remuneration policy ............................................................................................................................	9
	5.3	Policy on non-monetary benefits.....................................................................................................................................	11
6.	Link between change in results and variable remuneration .........................................................................	12
7.	Benefits upon early termination of employment .........................................................................................	12

8. Remuneration paid by the Company to (i) independent directors, (ii) directors who are members of the

Company's internal committees and (iii) directors with particular duties. ...........................................................

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9. Remuneration of the head of control and risk management, the head of internal controls and the manager

responsible for preparing the Company's financial reports .................................................................................	13
10.		Term of the remuneration policy.............................................................................................................	13
11.		Exceptions for unusual circumstances .....................................................................................................	13
SECTION II (2020) .....................................................................................................................................	15
IVS Group S.A...........................................................................................................................................	15
1.	Implementation of the Remuneration Policy in 2020...................................................................................	15
2.	Governance................................................................................................................................................	15
2.1.	Meetings and composition of the Appointment and Remuneration Committee.......................................................	15
3.	Fixed and variable remuneration ................................................................................................................	16
4.	Compensation in the event of early termination of employment or removal from office..............................	16
5.	2020 pay mix..............................................................................................................................................	16
6.	Pay for performance...................................................................................................................................	17
7.	Quantitative information............................................................................................................................	18
8.	Additional quantitative information ...........................................................................................................	20
9.	Quantitative information on share-based compensation plans ....................................................................	21

FOREWORD

In accordance with Luxembourg law, the remuneration policies were determined for 2021 for the members of the Board of Directors and key personnel of IVS Group S.A. (hereinafter the "Company" or "IVSG").

This document was prepared pursuant to Luxembourg law of 24 May 2011 (the "2011 Law") on the exercise of certain rights of shareholders in general meetings of listed companies, implementing Directive 2007/36/EC of the European Parliament and of the Council of 11 July 2007 on the exercise of certain rights of shareholders in listed companies, as amended by the law of 18 December 2015 (implementing Directive 2014/59/EU (the Shareholders' Rights Directive or "SRD")) and the law of 1st August 2019 (implementing Directive (EU) 2017/828 ("SRD II")).

This report, approved by the Board of Directors on 30 March 2021, at the behest of the Nomination and	3
Remuneration Committee, is divided into two sections:

1. Section on 2021 annual remuneration policy
2. 1. It provides a description of the rules followed to establish and implement the remuneration policy; and
   2. It explains IVSG's policy on remuneration of members of the Board of Directors, directors with particular duties and key personnel for financial year 2021.

1. Section on remuneration paid for the preceding financial year
2. 1. It provides detailed information on the implementation of the previous year's remuneration policies and how the incentive schemes that were adopted work; and
   2. It provides an adequate representation of each of the items that make up remuneration and explains in detail the remuneration paid during the relevant year for any reason and in any form by IVSG and its subsidiaries or affiliates. This section also shows any components of such remuneration that relate to activities performed in financial years prior to the reporting period and any remuneration to be paid in one or more subsequent financial years for activities performed during the reporting period, and may indicate an estimated value for components that cannot be objectively quantified in the reporting period.

The information will also be made available on the Company's website: ivsgroup.it

In accordance with the new regulatory framework introduced at the European level by SRD II amending SRD as regards the encouragement of long-term shareholder engagement, the say-on-pay scheme has been revised.

Since the Company is organised in accordance with applicable Luxembourg laws and regulations and its governance practices comply with that law, its articles of association (the "Articles") and, where relevant, the Corporate Governance Code for listed companies promoted by Borsa Italiana S.p.a., the changes in corporate governance set forth in sections I and II of this report concern the laws introduced at national level by the Member State where the Company has its registered office (Luxembourg).

Thus, the report on the remuneration policy (section I) is subject to approval by shareholders by means of an advisory vote, while the report on remuneration paid (section II) from this year is subject to approval by shareholders by means of an advisory vote.

The Company pays remuneration only in accordance with a remuneration policy voted on at the general shareholders' meeting. If the shareholders reject the remuneration policy submitted to an advisory vote, the Company shall submit a revised policy to the vote of the next shareholders' meeting1.

1 Article 7-bis of the 2011 Law

SECTION I (2021)

IVS Group S.A.

1. Roles and responsibilities of the bodies and individuals involved in preparing and implementing remuneration policies

In accordance with the Articles, the recommendations in Articles 4 and 5 of the Corporate Governance Code of Borsa Italiana (hereinafter the "Borsa Italiana Code") - to which the Company abide by - and applicable Luxembourg laws, the process of approving the remuneration of executive directors, other directors with particular duties and key personnel involves the following corporate bodies and functions, each of which is assigned specific tasks and responsibilities.

1.1. Shareholders

As set forth in the Articles, the remuneration of directors is determined by shareholders.

Remuneration of directors with particular duties is determined by the Board of Directors upon proposal submitted to the recommendation of the Appointment and Remuneration Committee, if the shareholders do not set an aggregate amount of remuneration for all directors, including those holding particular offices.

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Shareholders are called upon to examine and evaluate (in accordance with the article 7bis of the 2011 Law, implementing SRD II):

1. the remuneration policy in section I of this report, in order to cast an advisory vote; and
2. section II on remuneration paid for the previous financial year, in order to cast an advisory vote.

1.2. Board of Directors

The Board of Directors, in its strategic supervisory role, adopts and reviews, at least annually, the Company's remuneration policy and ensures that it is implemented appropriately.

The Board of Directors is supported, with regard to remuneration issues, by a committee composed of a majority of independent and non-executive directors (Appointment and Remuneration Committee) with proposing and advisory functions in this regard.

Specifically, this Appointment and Remuneration Committee submits the remuneration report to the Board of Directors on an annual basis for approval and submission to shareholders.

In accordance with the Articles, the Board of Directors may delegate specific management powers and responsibilities to certain of its members, create committees and determine their remuneration, subject to the opinion of the Appointment and Remuneration Committee, which is also required to issue an opinion on the definition of performance objectives related to the variable component of that remuneration and verify, on an annual basis, whether those objectives were achieved.

1.3. Appointment and Remuneration Committee

In compliance with the recommendations in Articles 4, 5 and 6 of the Borsa Italiana Code in force at the time and Article 2.2.3 of the regulation of markets organised and managed by Borsa Italiana S.p.A., the Board of Directors at its meeting on 16 May 2012 resolved, inter alia, to appoint an Appointment and Remuneration Committee, and gave it all the powers contemplated by the Borsa Italiana Code in force at the time, as subsequently amended. On 15 May 2018, the Board of Directors confirmed the appointment of the Appointment and Remuneration Committee, and assigned to it the responsibilities set forth in the Borsa Italiana Code in force at that time. The composition, appointment, duties and operating procedures of the Appointment and Remuneration Committee are governed by regulations that the committee approved on 3 October 2012.

The Appointment and Remuneration Committee consists of three independent, non-executive directors with appropriate experience in accounting and finance, based on a specific assessment carried out by the Board of Directors. In accordance with recommendation number 26 of Article 5 of the Borsa Italiana Code, the

Chairman of the Appointment and Remuneration Committee is an independent director.

In 2020, the Appointment and Remuneration Committee was composed of the following non-executive- directors:

Chairman	Independent director	Luigi De Puppi
	Independent director	Carlo Salvatori
Members
	Independent director	Raffaele Agrusti*
	Independent director	Marco Maria Fumagalli**	5

• in office until 30 October 2020;
• in office since 12 November 2020, as explained in more detail in section II, paragraph 2, 2.1 of this report.

The Appointment and Remuneration Committee has proposing, consultative and investigative powers, which take the form of proposals, recommendations and opinions to the Board of Directors concerning:

• candidates for the position of director in co-option cases provided under Article 8 of the Articles;
• the size and composition of the Board of Directors and the professional skills deemed necessary within the Board of Directors;
• the maximum number of offices as director or statutory auditor in companies that may be considered compatible with an effective performance of the office of director and the assessment of the general criteria for calculating such combination of offices;
• the general policy for remuneration of executive directors and directors who cover particular offices in terms of adequacy and consistency;
• the remuneration of executive directors and other directors with particular offices, assessing ex ante compliance with the policy provisions and monitoring ex post the implementation of the Board of Directors' decisions; and
• the identification and actual attainment of performance objectives related to the short or long-term variable component of the remuneration of executive directors and other directors with particular offices.

The Appointment and Remuneration Committee reports to the Board of Directors on its activity once a year, when the annual financial statements are approved.

In particular, regarding remuneration of executive directors and other directors with particular duties, the Appointment and Remuneration Committee provides the Board of Directors with non-binding opinions and proposals on the individual remuneration plans of the Chairman of the Board of Directors, managing directors and other directors with particular duties, such as directors with delegated powers and members of the various committees, as well as on the determination of performance goals associated with the variable component of such remuneration, and evaluates annually whether those goals were achieved.

In addition, the Appointment and Remuneration Committee submits non-binding opinions and proposals to the Board of Directors in relation to creating and setting corporate guidelines for management loyalty and incentives.

With regard to share-based remuneration plans that may be granted to directors, key management personnel or other employees, the Appointment and Remuneration Committee:

• considers, with the Board of Directors, granting such remuneration schemes within the framework of the remuneration policy and makes proposals in that regard;