Servizi Italia S p A : Report on remuneration policy and compensation paid for financial year 2023

www.servizitaliagroup.com

REPORT ON REMUNERATION POLICY AND COMPENSATION PAID

FOR FINANCIAL YEAR 2023

Drawn up pursuant to Article 123-ter of the Consolidated Law on Finance, and Article 9-bis of Directive 2007/36/EC, approved on 14 March 2024 by the Board of Directors, with the assistance of the

Governance and Related-Party Committee.

Servizi Italia S.p.A.

Registered Office Via S. Pietro, 59/b - 43019 Castellina di Soragna (PR)

Fully paid-up share capital Euro 31,809,451.00

Tax ID Code and Parma Register of Companies No. 08531760158

Table of Contents

Glossary........................................................................................................................................................... 3

Foreword......................................................................................................................................................... 4

SECTION I - REMUNERATION POLICY 2024-2026 ............................................................................................. 6

1.Executive summary - Remuneration Policy 2024-2026 ................................................................................... 6

2. Guiding principles and aims of the Remuneration Policy ............................................................................... 12

3. Balancing elements of the management remuneration package ................................................................. 19

4. Criteria for variable remuneration ......................................................................................................................... 20

5. Indemnities in the event of resignation, dismissal or termination of employment ............................... 28

6. Non-competition agreements .................................................................................................................................. 29

7. Exceptions of the Remuneration Policy: exceptional circumstances and procedural conditions .... 29

8. Changes in the Remuneration Policy compared to the previous financial year ..................................... 30

9. Other Information ........................................................................................................................................................ 31

SECTION II .......................................................................................................................................................................... 33

2

Servizi Italia S.p.A. - Report on remuneration policy and compensation paid - Year 2023

Glossary

Shareholders' Meeting	The shareholders' meeting of Servizi Italia S.p.A.
Executive Directors	In compliance with the criteria of the Corporate Governance Code, Executive Directors are: - the Chairperson of the Company or of a subsidiary having strategic relevance, when they are assigned powers in the management or in the development of Company strategy; - the Directors who are the recipients of management powers and/or hold managerial positions in the Company or in a subsidiary with strategic relevance, or in the parent company when the position also concerns the Company; - the Directors who are members of the Executive Committee of the Company.
Corporate Governance Code	The Corporate Governance Code for listed companies approved in January 2020 by the Corporate Governance Committee.
Board, Board of Directors or BoD	The board of directors of Servizi Italia S.p.A.
Board of Statutory Auditors	The board of statutory auditors of Servizi Italia S.p.A.
Appointments and Remuneration Committee ("ARC")	The Servizi Italia S.p.A. committee in office from 20 April 2018 to 20 April 2021 with advisory and propositional functions on remuneration matters.
Governance and Related-Party Committee ("GC" or "Governance Committee" or "Committee")	The Servizi Italia S.p.A. committee, set up within the Board since 20 April 2021 with preliminary, consultative and propositional functions regarding appointments, remuneration, control and risks, pursuant to the Corporate Governance Code and the Risk Policy adopted by the Company, as well as with functions relating to transactions with related parties pursuant to Consob Regulation No. 17221/10 and the Related-Party Regulation adopted by Servizi Italia S.p.A.
Executive Committee ("EC")	The executive committee of Servizi Italia S.p.A.
Fixed Monetary Component	- Gross Annual Remuneration (G.A.R.) to which the Beneficiary is entitled for the position held in the Company; - Gross Annual Compensations/Emoluments for a Director and for any other additional offices held in the Company as resolved by the Shareholders' Meeting and the Board of Directors of Servizi Italia to which the beneficiary is entitled.
Executives with strategic responsibilities	Executives identified by the Board of Directors as having the power or responsibility to plan, manage and control the Company's activities.
Executives	Inclusive of: Executive Directors, Executives with strategic responsibilities and Senior Managers.
Servizi Italia Group or Group	All the companies included in the consolidation scope of Servizi Italia S.p.A.
Management	Inclusive of: Executives and Middle Managers.
Middle Managers	Middle managers and first line managers of departments who have the managerial levers to influence the factors determining the creation of value for the Group and who make a greater contribution to the achievement of the objectives of the Business Plan in the time horizon considered.
Management by Objectives (or MBO) Plan	The annual monetary incentive plan governed by the MBO Regulation approved on 14 March 2024 by the Board of Directors with the support of the Governance and Related-Party Committee.
LTI-Cash plan	The three-year Long-Term Incentive Cash Plan governed by the 2024-2026 LTI Cash Regulation approved on 14 March 2024 by the Board of Directors, with the support of the Governance and Related-Party Committee.
TRP Regulation/Regulations for Transactions with Related Parties	The Regulation for Transactions with Related Parties approved by the Board of Directors on 24 November 2010 and lastly amended on 25 June 2021.
Total remuneration or Gross target remuneration	It indicates the sum of: Fixed Monetary Component + Short-term variable annual monetary component that the beneficiary could receive if the target objectives were achieved (MBO Plan, formerly ABS Plan) + the annualization of the medium/long-term
variable monetary component (LTI Cash Plan) that the beneficiary could receive if the medium/long-term target objectives were achieved.
Servizi Italia or Company	Servizi Italia S.p.A.
Senior Managers	Other senior managers, of first organisational level, meeting specific requirements, defined as "Senior" according to the position held within the organisational structure, autonomy and decision-making power in making decisions in the Company.

Foreword

This report on remuneration policy and compensation paid in the 2023 financial year (the "Report") has been prepared in accordance with the provisions of Article 123-ter of Italian Legislative Decree No. 58/1998 as amended (the "Consolidated Law on Finance"), Article 84-quater and Annex 3A, Schedule 7-bis of CONSOB Regulation No. 11971/1999, as amended (the "Issuers' Regulations"). In compliance with the regulations and in line with the values of transparency and responsibility which have always been pursued by Servizi Italia Group, the Company intends to ensure appropriate information on the strategies and processes adopted for the definition and implementation of the Remuneration Policy.

The Report was prepared by the Human Resources Manager of Servizi Italia S.p.A., and - after examination by the Governance Committee - was approved by the Board of Directors at its meeting on 14 March 2024. The Report consists of two sections:

• • Section I, which describes the remuneration policy for members of the Board of Directors, Executives with strategic responsibilities and members of the Board of Statutory Auditors for the financial years 2024-2026 which will be submitted for approval to the Shareholders' Meeting on 22 April 2024 (the "Policy" or the "Remuneration Policy"), as well as the procedures used for its adoption and implementation.

  Specifically, the Policy:

  • i) sets out how it contributes to the corporate strategy, the pursuit of the Company's long-term interests and sustainability, and is determined taking into account the compensation and working conditions of the Company's employees;

  • ii) defines the various remuneration components that may be recognised and establishes the criteria for the recognition of variable remuneration based on financial and non-financial performance objectives, linked to the corporate strategy for the improvement of economic value performance and the management of sustainability issues contained in the Consolidated Non-Financial Statement pursuant to Italian Legislative Decree No. 254/2016; iii) specifies the elements of the Remuneration Policy from which an exception may be made under extraordinary circumstances, and the procedural conditions under which, without prejudice to the provisions on related-party transactions, the exception may be applied.

  In compliance with the provisions of Art. 123-ter, paragraph 3-bis of the Consolidated Law on Financial, the duration of the Remuneration Policy submitted for approval to the next Shareholders' Meeting called for 22 April 2024 on first call (and, if necessary, for 23 April 2024 on second call) is three financial years, 2024-2026, in line with the proposed term of office of the Board of Directors to be appointed by the next Shareholders' Meeting, with effect from the date of approval by the Shareholders' Meeting, and will in any case be valid and effective until the Shareholders' Meeting approves amendments to the same and/or a new remuneration policy submitted by the Board of Directors.

  The Policy on remuneration and compensation paid will remain available on the Company's website for 10 years after its publication and, after this period, the personal data contained in Section II of the report will no longer be accessible.

  It is recalled that, as specified in the ministerial report accompanying Italian Legislative Decree No. 49/2019 (amending Article 123-ter of the Consolidated Law on Finance) and reaffirmed by the Supervisory

Authority, the changes to the remuneration policy to be submitted to a new vote by the Shareholders' Meeting are different from formal or merely editorial ones and must concern aspects of the content of the policy itself, a representation of which was provided in the previously approved policy or the introduction of new elements that make the previously approved policy no longer representative of the remuneration policy actually in place.

• • Section II illustrates the compensation paid during the 2023 financial year, for any reason and in any form, by the Company and the Group companies, to the Directors, Executives with Strategic Responsibilities and members of the Board of Statutory Auditors, providing a representation of each of the items that make up their remuneration. Pursuant to Article 84-quater, paragraph 4, of the Issuers' Regulations, Section II also provides, in specific tables, data on the shareholdings held - in the Company and in its subsidiaries - by Directors, Statutory Auditors and Executives with strategic responsibilities, as well as by spouses who are not legally separated and minor children, directly or through subsidiaries, trust companies or third parties, as resulting from the shareholders' register, from communications received and from other information acquired from the Directors, Statutory Auditors and Executives with strategic responsibilities.

Pursuant to Article 123-ter, subsections 3-bis and 6, of the Consolidated Law on Finance, the Shareholders' Meeting will be called upon to resolve, in favour or against:

• (i) on the Remuneration Policy discussed in the first section of the Report as required by Article 123- ter, paragraph 3, of the Consolidated Law on Finance. This resolution shall be binding pursuant to Article 123-ter, paragraph 3-ter, of the Consolidated Law on Finance;

• (ii) on the second section of the Report provided for by Article 123-ter, paragraph 4, of the Consolidated Law on Finance; this resolution shall not be binding pursuant to Article 123-ter, paragraph 6, of the Consolidated Law on Finance.

It should be noted that the approval by the Shareholders' Meeting of the Remuneration Policy as illustrated in Section I of this document and its consistent application by the administrative body are grounds for exclusion from the application of the Regulation for transactions with related parties adopted by the Company, pursuant to Article 7 thereof and in compliance with the provisions of Article 13 of Consob Regulation No. 17221/10 as subsequently amended and integrated, at the conditions therein indicated. The provisions of the TRP Regulation adopted by the Company will be fully applied in any case of derogation from the Remuneration Policy, subject to the conditions laid down in paragraph 7 of Section I below.

SECTION I - REMUNERATION POLICY 2024-2026

Executive summary - Remuneration Policy 2024-2026

Remuneration element	Objectives	Implementing terms	Amounts/% values
Fixed Monetary Component (G.A.R.)	Reward skills, role contribution and performance continuity	Annual remuneration level defined on the basis of position resulting from a comparison with the market benchmark, and as regards Executive Directors, within the limits of overall determination by the Shareholders' Meeting	In order to ensure the competitiveness of the remuneration package, Servizi Italia appoints specialised consultancy firms to carry out annual comparative analyses on remuneration positions
Short-term variable monetary component (MBO Plan)	Promote the achievement of annual corporate objectives (financial and non-financial)	CE, DG, DRS, DC e DAC: Access gate: • Consolidated non-negative Group net result resulting from the consolidated financial statements of the year of reference • Achievement of the Objective Threshold Value Objectives: • Group consolidated EBIT (weight 40%) • Strategic departmental objectives (weight 50%) • ESG sustainability targets (weight 10%) CD: Access gate: • Consolidated non-negative Group net result resulting from the consolidated financial statements of the year of reference • Achievement of the Objective Threshold Value Objectives: • Group consolidated EBIT (weight 30%) • Strategic departmental objectives (weight 60%) • ESG sustainability targets (weight 10%) RAC, MM, P and FCO: Access gate: • Consolidated non-negative Group net result resulting from the consolidated financial statements of the year of reference • Achievement of the Guarantee Target Value Objectives: • Group consolidated EBIT (weight 20%) • Strategic departmental objectives (weight 70%) • ESG sustainability targets (weight 10%) Performance measurement: performance objectives are measured at the end of the period covered by the MBO Plan. Disbursement: within the first half of the financial year following that to which the MBO Plan refers, after the approval by the Board of Directors of the draft consolidated financial statements to which the MBO Plan refers. Claw-back clause	CE, DG, DRS, DC e DAC: ▪ Monetary Bonus: % of Fixed Monetary Component. Depending on the Beneficiary's category, the incentive curve ranges from 9% (minimum level) to 30% (maximum level) CD: ▪ Monetary Bonus: % of Fixed Monetary Component. Depending on the Beneficiary's category, the incentive curve ranges from 7.5% (minimum level) to 22.5% (maximum level) RAC, MM, P and FCO: � Monetary Bonus: % of Fixed Monetary Component. Depending on the Beneficiary's category, the incentive curve ranges from 1.5% (minimum level) to 15% (maximum level)
Medium/long-term variable monetary component (LTI Cash plan)	Promote alignment to the interests of the Shareholders and contributes to the Company's strategy and sustainable	CE, DRS, DC, DAC, CD, SM, MM, P and FCO: Long-Term Incentive Vesting period: three years (2024-2026). Access gate: • -Consolidated non-negative Group net result for the years 2024-2025-2026 resulting from	EC and ESR: Monetary Bonus: % of Fixed Monetary Component. The incentive curve ranges from 30% (minimum level) to 90% (maximum level), increasable by +5% due to the ESG multiplier.
success in creating value in the medium to long term.	the consolidated financial statements of the relevant years • Achievement of the Objective Threshold Value. Objectives: • Group consolidated cumulative EBIT for the years 2024-2025-2026 Multiplier/Demultiplier: The ESG target acts as a multiplier/demultiplier of the Monetary Bonus achieved and has a value of +5% or - 5%. Performance measurement: performance objectives are measured at a cumulative level at the end of the three-year reference period. Disbursement: within the first half of 2027, following the approval by the Board of Directors of the draft consolidated financial statements for the year 2026. Claw-back clause	DC and DCA: �Monetary Bonus: % of Fixed Monetary Component. The incentive curve ranges from 25% (minimum level) to 75% (maximum level), increasable by +5% due to the ESG multiplier. CD: �Monetary Bonus: % of Fixed Monetary Component. The incentive curve ranges from 20% (minimum level) to 60% (maximum level), increasable by +5% due to the ESG multiplier. SM, MM, P and FCO: �Monetary Bonus: % of Fixed Monetary Component. The incentive curve ranges from 15% (minimum level) to 45% (maximum level), increasable by +5% due to the ESG multiplier.
Benefits	Integration of remuneration packages and alignment with market standards	Defined in continuity with the Policy of previous years and in compliance with the provisions of collective bargaining and national legislation	In addition to the mandatory benefits: � Flexible Benefit Plan � Supplementary Health Care � Company Car

CE= Executive Committee Member; DG= General Manager; DRS= Executive with strategic responsibilities; DC= Customer Division; DAC= Head of Area Sales; CD= Management Committee; RAC= Sales Area Manager; MM= Middle Manager; P= Professional; FCO= Key Staff in the Organisation

1.1 Process for defining and approving the Remuneration Policy

The Remuneration Policy, understood as the set of principles and tools aimed at defining the compensation package for Directors, Executives with strategic responsibilities and - without prejudice to the provisions of Article 2402 of the Italian Civil Code - Auditors, involves the bodies listed below:

1) Shareholders' Meeting

With regard to remuneration, the Shareholders' Meeting:

• - pursuant to Articles 2364, paragraph 1, No. 3, and 2389, paragraph 3, of the Italian Civil Code and section 17.10 of the Articles of Association, determines the remuneration of the Board of Directors as a whole;

• - pursuant to Article 2364, paragraph 1, No. 3 of the Italian Civil Code, determines the annual remuneration due to the Statutory Auditors for the entire period of their office;

• - approves the Remuneration Policy defined by the Board of Directors (on the proposal of the pertinent committee), as illustrated in the first section of the Report on remuneration policy and compensation paid; the resolution is binding pursuant to Article 123-ter, par. 3-ter of the Consolidated Law on Finance;

• - expresses a non-binding vote on the second section of the Report on remuneration policy and compensation paid pursuant to Article 123-ter, par. 6, of the Consolidated Law on Finance;

• - resolves on any remuneration plans based on shares or other financial instruments intended for Directors, employees and collaborators, including Executives with strategic responsibilities, pursuant to Article 114-bis of the Consolidated Law on Finance.

2) Board of Directors

As regards remuneration, the Board:

• - sets up an internal committee with responsibility on remuneration, of which at least one member must have adequate knowledge and experience in financial matters or remuneration policies, to be assessed by the Board at the time of appointment;

• - resolves on the allocation of the compensation determined by the Shareholders' Meeting for the Board of Directors and determines the remuneration of the Directors holding special offices (including the members of the Committees established within the Board and of the Vice-Chairperson), on the proposal of the committee with responsibility on remuneration, subject to the opinion of the Board of Statutory Auditors, pursuant to Article 2389, par. 3 of the Italian Civil Code, Section 17.11 of the Articles of Association and in compliance with the principles established by the applicable regulations in force; the proposal regarding the remuneration of Directors who are also members of the Governance Committee is formulated by an independent Director (or, failing this, by a non-executive Director) who is not part of any Board committees;

• - defines, on the proposal of the committee with responsibility on remuneration, the Policy on the remuneration of Directors, Executive with strategic responsibilities and - without prejudice to the provisions of Article 2402 of the Italian Civil Code - Statutory Auditors, in compliance with the legislation applicable from time to time, submits it to the Shareholders' Meeting for approval pursuant to Article 123-ter of the Consolidated Law on Finance and oversees its implementation;

• - with the support of the Governance Committee operating as the Remuneration Committee, approves the Report on remuneration policy and compensation paid pursuant to Article 123-ter of the Consolidated Law on Finance and Article 84-quater of the Issuers' Regulations, drawn up by the Human Resources Manager, and submits it to the Shareholders' Meeting;

• - prepares any share- or other financial instrument-based remuneration plans for Directors, employees and collaborators, including Executives with strategic responsibilities, submits them to the Shareholders' Meeting for approval pursuant to Article 114-bis of the Consolidated Law on Finance and oversees their implementation.

3) Governance and Related-Party Committee

In accordance with Recommendation 25 of the Corporate Governance Code, regarding matters related to remuneration the Committee:

• - assists the Board of Directors in drawing up the policy for the remuneration of Directors, Auditors (without prejudice to the provisions of Article 2402 of the Civil Code) and Executives with strategic responsibilities;

• - submits proposals or expresses opinions on the remuneration of Executive Directors and other Directors holding special offices, as well as on setting performance objectives related to the variable component of such remuneration; the proposal concerning the remuneration of Directors who are also members of the Governance and Related-Party Committee shall be formulated by an independent Director (or, failing this, by a non-executive Director) who is not a member of any of the Board committees;

• - monitors the concrete application of the policy for the remuneration of Directors, Statutory Auditors and Executives with strategic responsibilities as well as the decisions adopted by the Board on remuneration and verifies, in particular, the effective achievement of performance objectives, making use in the latter with regards to information provided by the delegated body and Human Resources Manager;

• - periodically assesses the adequacy and overall consistency of the remuneration policy for Directors, Statutory Auditors and Executives with strategic responsibilities, in this regard using the information provided by the delegated body and Human Resources Director; making proposals to the Board of Directors on this matter;

• - examines in advance the Report on remuneration policy and compensation paid to be made available to the public with a view to the annual general meeting for the approval of the financial statements;

• - within the scope of its responsibilities, it drafts, submits to the Board of Directors and monitors the application of incentive systems for the management (including any remuneration plans based on financial instruments), understood as instruments aiming to attract and motivate resources of an adequate level and experience, developing a sense of belonging and ensuring a constant orientation towards the creation of value over time;

• - may also provide support to the delegated body and Manager of Human Resources with regard to the enhancement of managerial resources, recruitment of talented resources and the promotion of initiatives with universities in this field;

• - evaluates the criteria adopted for the remuneration of Executives with strategic responsibilities and supervises their application on the basis of the information provided by the delegated body and Human Resources Manager;

• - performs the additional functions entrusted to the same by the remuneration policy in force from time to time and/or by the Board of Directors.

4) Board of Statutory Auditors

With regard to remuneration, the Board of Statutory Auditors, in accordance with the provisions of Article 2389, paragraph 3 of the Italian Civil Code and Section 17.11 of the Articles of Association, expresses its opinion on the proposals for the remuneration of Executive Directors, and more generally, of Directors holding special offices within the framework of the overall determination made by the Shareholders' Meeting, verifying the consistency of such proposals with the Remuneration Policy.

5) Delegated body (Executive Committee)

With regard to remuneration, the delegated body:

• - is responsible for correctly implementing the Remuneration Policy;

• - is responsible for identifying the participants in the MBO (formerly ABS) Plan, in the LTI Cash Plan and, in general, in any short- and medium/long-term incentive plan adopted by the Company, and assists the Committee in drawing them up;

• - assists the Committee in drawing up proposals on the setting of performance targets to which to link the payment of variable components for their remuneration;

• - provides the Committee with all useful information so that the latter can assess the adequacy and monitor the concrete application of the Remuneration Policy, with particular regard to the remuneration of Executives with strategic responsibilities.

6) Human Resources Manager

With regard to remuneration, the Human Resources Manager is jointly responsible for the correct implementation of the remuneration policy.

1.2 Responsibilities, composition and functioning of the Governance and Related-Party Committee

Responsibilities

Servizi Italia has set up a committee with responsibilities for remuneration, endowed with corporate governance tools in line with market practice, the provisions of the Consolidated Law on Finance and the Corporate Governance Code.

In addition to what stated in paragraph 1.1, the Governance and Related-Party Committee has the following consultative and proposal-making functions vis-à-vis the Board of Directors:

with regard to appointments

• a) it assists the Board of Directors in the self-assessment activities of the administrative body and its Committees;

• b) it assists the Board of Directors in defining the optimal composition of the Board and its Committees and in defining and updating the Board of Directors' diversity policy;

• c) it assists the Board of Directors in identifying candidates for the office of Director in the event of co-optation;

• d) it assists the Board of Directors in preparing, updating and implementing any plan for the succession of Executive Directors;

in matters relating to control and risks, it assists the Board of Directors in evaluations and decisions relating to the Internal Control and Risk Management System and in the approval of periodic financial and non-financial reports. In particular:

• a) it supports and issues opinions to the Board of Directors in identifying and updating the principles and indications contained in the guidelines of the Internal Control and Risk Management System (the Risk Policy adopted by the Company);

• b) it supports and issues opinions to the Board of Directors regarding the assessment of the adequacy of the Internal Control and Risk Management System with respect to the characteristics of the business and the risk profile assumed, as well as its effectiveness, with the aim of ensuring that the main business risks are correctly identified and adequately managed. In this regard, it reports to the Board of Directors at least on a half-yearly basis, as a rule on the occasion of (or prior to) the Board meetings held for the approval of the annual and half-yearly financial statements, on the activities carried out, as well as on the adequacy and effectiveness of the Internal Control and Risk Management System;

• c) after consulting the Financial Reporting Manager, the Independent Auditors and the Board of Statutory Auditors, it assesses the correct use of accounting standards and their uniformity with regard to the preparation of the consolidated financial statements;

• d) it assesses the correctness of the process of preparing the periodic financial and non-financial information, so that it correctly represents the business model, the strategies of the Company, the impact of its activities and the performance achieved; and it acknowledges the information provided by the delegated body and the Financial Reporting Manager concerning the suitability of the periodic financial information;

• e) it examine the content of periodic non-financial information relevant to the Internal Control and Risk Management System and supports the Board of Directors in describing, in the context of the annual report on corporate governance and ownership structure, the main features of the Internal Control and Risk Management System and the methods of coordination between the various parties involved in the Internal Control and Risk Management System;