MARR S p A : 28 April 2023, Shareholders' Meeting.Report on remuneration policy and remuneration paid

Report on remuneration policy

and remuneration paid

pursuant to art. 123 ter of Legislative Decree

58/1998

Approved by the Board of Directors

on 14 March 2023

MARR S.p.A.

Via Spagna, 20 - 47921 Rimini (Italy) Share Capital € 33,262,560 fully paid-up

Tax Code and Register of Enterprises CCIAA della Romagna - Forlì - Cesena e Rimini 01836980365

Company subject to the management and coordination of Cremonini S.p.A. - Castelvetro (MO) www.marr.it

CONTENTS

FIRST SECTION	4
Introduction	4
A. Approval and implementation of the Remuneration Policy	4
B. Remuneration Committee	5
C. Employee remuneration and working conditions	5
D. Intervention by independent experts	6
E. Aims, principles and duration of the Remuneration Policy	6
F. Policies concerning the fixed and variable components of remuneration	6
F.1 Remuneration of the members of the Board of Directors	7
F.2. Remuneration of the non-executive directors appointed as members of the internal
Committees of the Board of Directors	7
F.3 Remuneration of the executive directors	8
F.4 Remuneration of the members of the Board of Statutory Auditors	8
G. Non-monetary benefits	8
H. Description of the performance objectives for the variable components of the executive
directors	9
I. Criteria for the evaluation of results	10
J. Information on the consistency of the Remuneration Policy with the achievement of the
medium-long term interests of the Company	10
K. Terms for the accrual of rights e ex post correction mechanisms	10
L. Clauses for maintaining financial instruments in the portfolio	11
M. Treatment in the case of stepping down from office or termination of employment
relations	11
N. Insurance coverage, social security and pensions	11
O. Remuneration policy with reference to the independent directors, those appointed to
Committees and the performance of specific duties.	11
P. Reference parameters used in the definition of the Remuneration Policy	11
Q. Derogations in exceptional circumstances	11
SECOND SECTION	13
Part One	13
1.1 Items comprising remuneration	13
1.2 Attribution of indemnities and/or benefits for stepping down from office or
termination of employment relations	16
1.3 Derogations applicable to the Policy	16

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1.4	Application of ex post correction mechanisms for the variable component	16
1.5	Remuneration variation and comparison	16
1.6	Votes cast by the Shareholders' Meeting regarding the approval of Section II of last
year's Report	18
Part Two	19
TABLE 1: Remuneration paid to the members of the management and auditing bodies,
General Managers and other managers with strategic responsibilities	20
TABLE 2: Monetary incentive plans in favour of the members of the management body,
General Managers and other managers with strategic responsibilities	23
TABLE 3: Holdings of the members of the management and auditing bodies and General
Managers	24

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INTRODUCTION

This document has been drawn up with the aim of providing the shareholders of MARR S.p.A. (also "Company") and the market with wide-ranging and detailed information on the Report on remuneration policy (also "Policy") and remuneration paid with regard to the members of the management and auditing bodies and managers with strategic responsibilities pursuant to art. 123 ter of Legislative Decree 58/1998 (also "CLF") and in compliance with that recalled in art. 84 quater of the Issuers Regulations adopted by Consob in deliberation no. 11971/1999 ("Consob Issuer Regulation).

The report is divided into two sections:

• the First section illustrates the Company policy concerning remuneration, in force in the 2023 business year, and the procedures used for the adoption and implementation of this policy;
• the Second section illustrates in a nominative manner for each member of the management and auditing bodies, each of the items comprising the remuneration for the business year in question, 2022 ("Business Year").

FIRST SECTION

Introduction

This section, approved by the Shareholders' Meeting on 28 April 2022, illustrates the Remuneration Policy in force from 1 January 2023. It must be noted that, with regard to the members of the Board of Directors and the Board of Statutory Auditors, the Remuneration Policy will be applied from the date of the first Shareholders' Meeting called upon to appoint the aforementioned after 1 January 2023, i.e. next 28 April.

In this Section, a clarification has been added to the chapter "Q. Derogations in the presence of exceptional circumstances" in line with what is reported in the Regulation implementing the Remuneration Policy relating to monetary incentives adopted by the Company since 2019.

A. Approval and implementation of the Remuneration Policy

The Company's Remuneration Policy was prepared in compliance with art. 123 of the CLF and art. 84 quater of the Consob Issuer Regulation and in compliance with the recommendations of the latest version of the code of Corporate Governance of listed companies approved by the Corporate Governance Committee in January 2020, in force since 1 January 2021, and adopted by the company on 3 August 2020 ("Code").

The Remuneration Policy was prepared by the Board acting as Nomination Committee, constituted exclusively by 6 non-executive directors, mostly independent (5 of them according to the CLF and 3 also according to the Code). The new Remuneration Policy was approved by the Board of Directors on 25 February 2022 and by the Shareholders' Meeting on 28 April 2022 pursuant to art. 123-ter, paragraph 3-bis of the CLF.

On 14 November 2019, the Company adopted a regulation implementing the Regulation implementing the Remuneration Policy relating to monetary incentives ("Regulation"), also in order to

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regulate the terms and conditions governing the relations when specific events occur and in cases of derogation in exceptional circumstances. The Regulation and eventual modifications are approved by the Board of Directors on proposal by the Remuneration Committee, if formed, or prepared by the Board of Directors if it also acts as the Remuneration Committee.

The Policy has also been adopted by the Company, as provided by Consob Regulation 17221/2010, regarding transactions with related parties ("Consob Related Parties Regulation"), also pursuant to and by effect of art. 4, paragraph 4, subsection b) of the "Procedure governing transactions with related parties" of the Company.

B. Remuneration Committee

The Board of Directors, in respect of the dispositions of the Code and with a view to simplifying corporate governance, attributed the functions of the Remuneration Committee to the entire Board of Directors, coordinated by the Chairman of the Board of Directors itself.

As provided by the Code, the Chief Executive Officer did not take part in the meetings of the Board acting as the Remuneration Committee, in which proposals regarding his own remuneration were made and approved. Therefore, only the 6 non-executive directors, mostly independent as required by the Code for Large Companies (5 independent according to the CLF and 3 also according to the Code) attended these meetings.

The Code assigns the following functions to the Remuneration Committee, and to the Board of Directors when it performs its functions:

• prepares the remuneration policy;
• submits proposals and expresses opinions to the Board of Directors on the remuneration of the executive directors and the other directors who fill specific positions and also on the establishment of the performance goals related to the variable component of such remuneration;
• monitors the application of remuneration policy, specifically verifying the effective achievement of the performance goals;
• periodically assesses the adequacy, overall consistency and concrete application of the policy for the remuneration of the directors and top management.

C. Employee remuneration and working conditions

The remuneration policies, and the determination of the variable components, of the employees and collaborators, including the Manager responsible for preparing the financial documents, are the responsibility of the Chief Executive Officer, who also implements MBO (Management by Objectives) plans and stability plans, both short and medium/long-term, consistent with the Policy and informs the Board periodically in this regard.

The Chief Executive Officer is also responsible, in determining the remuneration of the employees and collaborators, for taking into account their working conditions and also encouraging gender equality in terms of opportunities and remuneration. The Board retains the duty of periodically verifying the proper execution of these duties by assessing the relation existing between the entity of the various remunerations.

Specific focus must be reserved for the topic of MBO, by assessing the individual and company result indicators. This ensures that the system of company incentives is aimed at improving the results by objectives.

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