Annex 3 to the Directors report - Report on the 2026 Remuneration Policy and on the Remuneration Paid in 2025– Updated (clean version)

Report

on the 2026

Remuneration

Policy

and on the

Remuneration Paid

in 2025

Approved by the Board of Directors on 9 September 2026

Page 2 of 62 Report on the 2026 Remuneration Policy and on the Remuneration Paid in 2025

Biesse is an international company that manufactures lines, machinery, and components to create products, enhancing the potential of the various materials processed by its customers. It simplifies the production processes of companies operating in the furniture, construction, automotive and aerospace sectors, thanks to the expertise of its staff working in production facilities around the world.

Founded in Italy in 1969 and listed on the STAR segment of the Italian Stock Exchange, the Company is driven by a strong international orientation, which is reflected in a global network comprising Biesse Material Hubs – multi-material experience centres – and showrooms - facilities for testing and technological demonstration.

www.biesse.com

Page 3 of 62 Report on the 2026 Remuneration Policy and on the Remuneration Paid in 2025

Table of contents Introduction ................................ ................................ ................................ ................................ .......... 4 Letter from the Chair of the Remuneration Committee ................................ ................................ ......... 5 Summary of the Remuneration Policy ................................ ................................ ................................ ... 8 Executive Summary ................................ ................................ ................................ ............................. 11 Section I ................................ ................................ ................................ ................................ ............... 19 1.Governance ................................ ................................ ................................ ................................ ...... 20 1.1. Shareholders’ Meeting ............................. ................................................... ........................................... 20 1.2. Board of Directors ................................ ................................................... ................................................. 2 1 1.3. Remuneration Committee ............................ ................................................... ......................................... 22 1.3.1. Composition ....................................... ................................................... ....................................... 22 1.3.2. Activities ........................................ ................................................... ............................................ 22 1.4. Board of Statutory Auditors ....................... ................................................... ........................................... 24 1.5. Intervention by independent experts and market benc hmarking .......................................... ................ 24 1.6. Derogation from the Remuneration Policy ........... ................................................... ................................ 25 2.Purposes, principles and recipients of the Remune ration Policy ................................ ...................... 27 2.1. Recipients ........................................ ................................................... ................................................... .. 28 3. nformation about the Company Remuneration Policy ................................ ................................ ....... 29 3.1. Remuneration of the members of the Board of Directo rs ................................................ ...................... 30 3.1.1. Non-executive directors ........................... ................................................... ............................... 30 3.1.2. Chairman of the Board of Directors and Chief Execut ive Officer ....................................... ......... 31 3.1.3. Deputy CEO ........................................ ................................................... ....................................... 31 3.1.3.1. Short Term Incentive (MBO Plan) ................... ................................................... ...................... 32 3.1.3.2. Pay mix Deputy CEO ................................ ................................................... ............................ 33 3.2. Executives with Strategic Responsibilities ........ ................................................... ................................... 33 3.2.1. Short-term incentive (MBO) ........................ ................................................... .............................. 34 3.2.2. Long-term incentives (LTI Plan) ................... ................................................... ............................. 35 3.2.3. Pay mix Executives with Strategic Responsibilities ................................................... .................. 39 3.3. Remuneration of Board of Statutory Auditors ....... ................................................... .............................. 40 3.4. Benefits .................................................. ................................................... ............................................... 41 3.5. Other components .................................. ................................................... .............................................. 41 3.5.1. End-of-service indemnities and Non-compete agreemen ts ................................................ ...... 41 3.5.2. Claw-back policy .................................. ................................................... ..................................... 42 Section II – Part One ................................ ................................ ................................ ............................ 43 Introduction ................................ ................................ ................................ ................................ ........ 44 1. 2025 Implementation of the 2025 Remuneration Policy ................................ ................................ ... 44 1.1. Fixed Remuneration ................................ ................................................... ............................................... 45 1.2. Variable Remuneration ............................. ................................................... ............................................ 48 1.2.1. Short-term incentive system (MBO) objectives ...... ................................................... ..................48 1.2.2. Long-term Incentive Scheme (LTI 2024-2026) - 2025 P rovision .......................................... ...... 50 1.2.3. Proportion of fixed and variable components ....... ................................................... .................... 51 1.3. Comparison Information ............................ ................................................... ........................................... 52 1.4. Non-monetary benefits ............................. ................................................... ........................................... 54 1.5. Indemnity paid for early termination of the corpora te or employment relationship ..................... .......... 54 1.6. Derogations to the Remuneration Policy and compensa tion paid ......................................... ................. 54 1.7. Ex-post adjustments of the variable remuneration co mponent ........................................... .................. 55 Section II – Part Two ................................ ................................ ................................ ............................ 56

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Introduction

This Report, approved by the Board of Directors of Biesse S.p.A. on 13 March 2026, on the proposal of the Remuneration Committee, is divided into two sections:

• SECTION I illustrates the policy (the “Remuneration Policy”) adopted by Biesse with reference to the members of the Board of Directors and, without prejudice to the provisions of Article 2402 of the Civil Code, the Board of Statutory Auditors, the other “Executives with Stra tegic Responsibilities” identified by the Board of Directors of Biesse (hereafter the “ESRs”), describing the gener al principles, the bodies involved and the processe s adopted for its approval, review and implementation, includ ing the measures to avoid or manage any conflicts o f interest.

The Remuneration Policy has a duration of one year, until the Shareholders' Meeting called to approve the financial statements for the year ended 31 December 2026; section I of the Report, in compliance with the provisions of the TUF, is subject to the binding vo te of the Ordinary Shareholders' Meeting, convened to approve the Financial Statements as of 31 December 2025;

• SECTION II shows the remuneration paid in the financial year 2025 by the Company and its subsidiaries or affiliated companies, for the members of the Board of Directors (executive and non-executive), and the members of the Board of Statutory Auditors, by name , and, in aggregate form, for the other ESRs. Secti on II, in compliance with the provisions of the TUF, is subje ct to the consultative vote of the Ordinary Shareho lders' Meeting, convened to approve the Financial Statemen ts for the year 2025.

The text of this Report is made available to the pu blic through the authorised storage mechanism 1info at www.1info.it as well as on the Company's website at www.biesse.com in the “Governance and Investors – Corporate Governance – Remuneration Policies” Section, no lat er than the twenty-first day prior to the date of t he Shareholders' Meeting convened to approve the Financial Statement s for the ended 31 dicembre 2025, in accordance wit h the provisions of the regulations in force.

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Letter from the Chair of the Remuneration Committee

Shareholders,

On behalf of the Remuneration Committee (hereinafte r also the “Committee”), I am pleased to present a partial update to Section I of Biesse’s 2026 Annual Report on the Remuneration Policy and the 2025 Remuneration paid (hereinafter also the “Report”), which was approved by the Board of Directors on 9 September 2026.

The update was deemed necessary to provide full di sclosure of the changes to the composition of the c orporate bodies, the organisational structure and their resp ective responsibilities following the appointment o f the Deputy CEO by the Board of Directors on 5 May 2026, as well as of the remuneration components awarded to him.

The appointment of the Deputy CEO took place in exc eptional circumstances pursuant to the Remuneration Policy, arising, on the one hand, from the resignation of t he Chief Financial Officer and, on the other, from the need to promptly strengthen oversight of the Company’s key business functions, providing support and guidance in the implementation of the strategic priorities identifi ed. In light of these circumstances, it was necessa ry for the Company to avail itself of the derogation procedure provide d for under the Remuneration Policy.

The Deputy CEO holds an office-based relationship w ith the Company, serving as an executive member of the Board of Directors and, in connection with the position h eld, also performs the functions of Chief Financial Officer and Investor Relations Officer.

The decision to entrust the Deputy CEO also with th e responsibilities of Chief Financial Officer and I nvestor Relations Officer was based on the strong alignment of his pr ofessional profile with the Company’s specific requ irements, taking into account both his significant experience in the economic and financial matters and his previous tw enty years of experience within the Company, first as CFO and sub sequently as General Manager.

In order to facilitate the identification of the am endments made to the 2026 Remuneration Policy, the Company has included, in the paragraph entitled “Summary of the Remuneration Policy”, a specific section summarisi ng the main changes made to Section I of the Policy, which is t herefore submitted, in its updated version, to the Shareholders’ Meeting for approval.

Section I of the Report is therefore intended to pr ovide all stakeholders with a transparent overview of the elements that make up Biesse’s Remuneration Policy for 2026. For the sake of maintaining the document as a sing le, consistent whole, the Report is being resubmitted in its entir ety, including Section II relating to the compensat ion paid in 2025, which has not been amended and will therefore not b e submitted to the vote of the Shareholders’ Meetin g convened for 12 October 2026.

Throughout 2025, the international economic and geo political context remained highly uncertainty. Cont ributing factors included global trade tensions, driven by t he strategy of the U.S. administration, the conflic ts in Ukraine and the Middle East, and the slowdown in certain indust rial economies. These were compounded by a slowdown in the automotive sector and increasing competitive pressu re from Asia.

The year 2025 proved to be particularly challenging for the Italian capital goods industry. In the woo dworking machinery sector, revenues declined by 10.4%, with exports down by 13.9% and a slight contraction in t he domestic market (-2%). Similarly, the glass processing segme nt closed the year with a 9.2% reduction in revenue s, accompanied by a 5% decrease in exports.

In this macroeconomic and sectoral context, and in light of the Company’s performance in the first mon ths of the year, the Board of Directors, on 14 May 2025, resolved to withdraw the 2024–2026 strategic plan, considering the economic and financial targets set out therein were no longe r achievable.

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The Company subsequently underwent significant chan ges in both governance and top management.

On 12 June 2025, the Board of Directors acknowledge d Massimo Potenza’s decision to resign from his rol es as Chief Executive Officer and General Manager. On the same date, the Board appointed Roberto Selci, then Chair man of the Board of Directors and majority shareholder, as Chi ef Executive Officer, granting him the powers previ ously held by the former CEO.

Some changes were also recorded in the composition of the Board of Directors. In particular, in July 2 025, Massimiliano Bruni, an independent director, resign ed from his position on the Board for personal reas ons. The Board subsequently co-opted Pier Giorgio Bedogni as an in dependent director and Salvatore Giordano as a non- executive and non-independent director.

With regard to the management team, on 30 September 2025, the Company announced the termination of the employment, by mutual agreement, of Chief Financial Officer Nicola Sautto, effective 1 October 2025. A t the same time, the Board of Directors appointed Pierre La Tour as the new Group Chief Financial Officer, Officer in c harge of the preparation of the corporate accounting documents, and Investor Relations Officer, with the responsibi lities of an Executive with Strategic Responsibilities.

Finally, on 28 October 2025, the Board of Directors resolved to appoint Alessandra Parpajola, effectiv e from 1 November 2025, as Senior Executive Officer, with the role of Executive with Strategic Responsibilities, tasked with supporting the Chairman and Chief Executive Officer in key strateg ic decisions, with particular regard to organizatio nal, governance and efficiency matters.

The Remuneration Committee supported the changes ma de to the Company’s governance and senior managemen t by providing the Board of Directors with its assess ment of whether the decisions taken are consistent with the Company’s Remuneration Policy and market practices.

During the financial year, the Remuneration Committ ee also continued to monitor the implementation and updating of the Company’s Remuneration Policy. Also in light of the broad support received by the 2025 Report ( 92% of votes in favour for Section I and 92% for Section II, albeit with a lower quorum), the 2026 Remuneration Policy , defined on an annual basis, is essentially consistent with the ap proach introduced from 2024 onwards.

It is designed to ensure the attraction and retenti on of key personnel with the professional qualities required to achieve the set objectives, whilst also aiming to e nsure a close alignment between the interests of ma nagement and those of the company’s stakeholders. Nevertheless, compared with the 2025 Policy, a number of updates have been made to enhance its effectiveness and ensure it is aligned with the Group’s strategy and its new organ isational structure, as well as with the Recommendations of t he Chairman of the Corporate Governance Committee a nd best market practices.

In particular, with regard to the Chairman and Chie f Executive Officer, who is also the majority share holder, the Policy provides solely for a fixed remuneration component, in line with the structural alignment of his inter ests with those of the Company. The amount of this remuneration remain s unchanged from that paid to the same Chairman in the 2025 financial year.

With regard to the performance targets of the long- term incentive scheme (LTI 2024-2026), which are ex clusively monetary in nature, the target values (in their ave rage value for the three-year period) of EBITDA Mar gin with a weight of 50%, Sales with a weight of 25% and Net Invested Capital/Sales with a weight of 25% remained unchan ged. The Company has not revised the target values of the KP Is, as it considers the current structure of the Pl an to be sufficient to ensure the necessary alignment with the pay-for- performance criteria on which the Company’s Remuner ation Policy is based, whilst also ensuring the effective ness of the retention objectives for key personnel without compromising the integrity of the system. A simulat ion of the plan’s payout structure has shown that, should the 2026 budget targets be met, the plan would result in a p ayout commensurate with performance over the three- year period, without automatically reducing the long-term variab le component to zero.

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With regard to the short-term incentive scheme (MBO ), the central role of financial and economic indic ators (EBIT, Business Margin and Net Sales) – whether at Group l evel or for a specific business area – remains unchanged, although these are allocated and weighted different ly according to specific organisational responsibil ities. However, certain indicators have been revised with the aim o f simplifying the structure of the incentive scheme and enhancing its focus and effectiveness. In particular, the NIC /Sales, Capex/Sales and Fixed Costs ratios have bee n replaced by the Net Financial Position (NFP) and Order Intake r atios, in line with the renewed strategic importanc e of these areas.

The management’s annual incentive scheme (MBO) also includes a sustainability performance indicator, k nown as the CSR Index, which, in addition to measuring the reduction in tonnes of COHeq – already included in the 2024 and 2025 plans, for which the Company has updated the b aseline to 2023 – now also includes a social object ive, aimed at measuring the business’s ability to promote and ref lect the corporate culture and to develop widesprea d leadership.

This new composition of the CSR Index is the result of the process initiated in previous financial yea rs and is consistent with the Company’s commitments to sustainability.

With regard to Executives with Strategic Responsibi lities, following changes to the organizational str ucture and recent management appointments, the Board of Directors has updated the list to include new appointees who hol d key roles in the Group’s operational and strategic management .

Finally, the Remuneration Committee reviewed the co ntents of the letter from the Chair of the Corporat e Governance Committee dated 18 December 2025, which had already been brought to the attention of the Board of Dire ctors, and examined in detail, within the scope of its remit, the recommendations contained therein and their imp lications for the Company’s Remuneration Policy.

In this context, the Committee has given particular consideration to the use of any one-off special pa yments and the relevant regulatory framework. The Committee noted that recourse to this instrument is limited to exce ptional circumstances and is intended to attract managerial talent in competitive environments, whilst ensurin g compliance with Recommendations 27 and 28 of the Corporate Gov ernance Code through appropriate disclosure and dec ision-

making procedures. With a view to mitigating risks and safeguarding the company’s interests, the Commi ttee has resolved to amend the Remuneration Policy, specific ally with regard to the section on exceptions (Sect ion 1.6), stipulating that amounts paid by way of exception a re to be paid on a deferred basis (within a maximum period of twelve months), without prejudice to the possibilit y of immediately covering actual costs only. This p rovision is intended to strengthen oversight of the legitimacy of ad hoc payments, whilst allowing the Company a g race period to safeguard the stability of the relationship.

With regard to the results of the implementation of the Policy for the year 2025, Section II of the Re port, which we are submitting to the Shareholders’ Meeting for an advi sory vote, sets out all relevant details and commen ts.

I would like to take this opportunity to renew my t hanks to my Committee colleague Rossella Schiavini, as well as to the Board of Statutory Auditors, for their signific ant contribution to the effective conduct of the Co mmittee's work.

I thank you in advance for your endorsement and sup port of Section I of the Report submitted to the vo te.

Federica Ricceri

Chair of the Remuneration Committee

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Summary of the Remuneration Policy

2026 Remuneration Policy Our Remuneration Policy is based on clear and share d principles, defined to guide compensation program mes and the decisions that derive from them. Each remunerat ion measure is defined on the basis of the followin g principles:

Shared objectives Attractiveness on labour market Equality Transparency to direct managerial action towards the creation of sustainable value to be competitive in attracting and retaining key staff to eliminate any discrimination based on gender, age, ethnicity or social and cultural background to clarify the principles and

systems governing

remuneration

In order to determine the appropriate remuneration package for all those covered by the Policy, the Co mpany constantly monitors remuneration practices and mark et trends, with the aim of attracting, retaining an d motivating its staff.

Availing itself of market benchmark analyses conduc ted by the independent consultancy firm Willis Towe rs Watson, back in 2024, the Company defined the remuneration packages of the Chairman/Chief Executive Officer, t he members of the Board of Directors and the Board of Statutory Auditors on the basis of peer group panel s indicated in paragraph 1.5 below, identified according to criter ia set forth therein.

The “Global Grading System” methodology, internatio nally certified by Willis Towers Watson, is applied to correctly define the remuneration packages of Executives with Strategic Responsibilities.

It should be noted that, as of the year 2025, the C ompany fully integrated the companies acquired in t he year 2024 into its remuneration policies.

What's new in 2026 The 2026 Remuneration Policy builds on the policy a dopted in previous financial years and confirms the approach already introduced from 2024 onwards, incorporating a number of updates designed to enhance alignment with the Group’s strategy and its current organisational str ucture, regulatory developments, the Recommendation s of the Chairman of the Corporate Governance Committee and best market practices, with the aim of ensuring the greatest possible clarity and transparency for all stakehold ers.

The main changes compared with the 2025 Policy are summarised below:

1. Update to the scope of the Policy’s recipients The 2026 Policy reaffirms the decision to provide t he Chief Executive Officer – who was appointed on 1 2 June 2025 and also holds the position of Chairman – with a fixed remuneration component only. This approach is consi stent with the Company’s ownership structure, as the Chief Executi ve Officer is the majority shareholder and his inte rests are therefore inherently aligned with those of the Comp any and the other shareholders. Paragraph 3.1.2 exp lains the rationale behind this approach.

Page 9 of 62 Report on the 2026 Remuneration Policy and on the Remuneration Paid in 2025

Following changes to the organizational structure a nd recent management appointments, the Board of Dir ectors has updated the list of Executives with Strategic Respo nsibilities to include new appointees who hold key roles in the Group’s operational and strategic management.

2. Update of the objectives of the 2026 MBO system The set of short-term indicators has been revised and real igned with the operational priorities and pillars o f the 2026– 2028 Strategic Plan, whilst ensuring continuity wit h the previous model, in order to promote focus, ac countability and effectiveness.

Specifically:

- Four main types of KPIs have been identified: busin ess, profitability, financial and sustainability metrics, with a reduction in the number of KPIs ove rall and per role;

- the CSR index has been expanded to include a social indicator;

- The type and weighting of the KPIs assigned to each role have been defined on the basis of the organizational responsibilities of the recipients, with specific metrics for each role, in order to pr omote clarity and accountability.

Amendments made to the 2026 Remuneration Policy fol lowing approval by the Shareholders’ Meeting on 28 April 2026 Following approval of the 2026 Remuneration Policy by the Shareholders’ Meeting on 28 April 2026, cert ain organisational and corporate governance requirement s arose, relating, on the one hand, to the terminat ion of the employment relationship of the Chief Financial Offi cer and Investor Relations Officer and, on the othe r, to the need to promptly strengthen oversight of the Company’s key business functions, supporting and guiding them in the implementation of the strategic priorities identifi ed.

In this context, on 5 May 2026, the Board of Direct ors appointed the Deputy CEO, who, in connection wi th the position held as an executive member of the Board of Directo rs, was also assigned the functions of the Chief Fi nancial Officer and Investor Relations Officer. The decision to ent rust the Deputy CEO with such responsibilities was supported by the strong alignment of his professional profile with t he Company’s specific requirements, taking into acc ount both his significant experience in the economic and financia l matters and his previous twenty years of experien ce with the Company, first as Chief Financial Officer and subse quently as General Manager.

In light of these circumstances, the Company deemed it appropriate to update certain sections of the d ocument in order to reflect the effects of the changes to the composition of the corporate bodies, the organisati onal structure and the related responsibilities.

The amendments made to the version approved by the Shareholders’ Meeting are set out below:

1. Addition of a section dedicated to the Deputy CEO Section 3.1.3 was added specifically to address the remuneration of the Deputy CEO, in order to ensure that it is adequately reflected in the Remuneration Policy.

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2. Update to the Remuneration Policy following the ter mination of the Chief Financial Officer’s employmen t relationship The Remuneration Policy was updated to reflect the effects of the termination of the Chief Financial O fficer’s employment relationship on 31 May 2026, as well as the resulting changes to the organisational structu re and management responsibilities. In particular, the dis closure relating to the specific agreement applicab le upon termination of the employment relationship was remo ved, and the pay mix of the Executive with Strategi c Responsibility was consequently updated.

The amendments described above also resulted in upd ates to the information contained in the document r egarding the composition of the corporate bodies and the pre sentation of the Deputy CEO’s pay mix in the releva nt sections of the Remuneration Policy. In addition, in order to p rovide more detailed information on the provisions applicable to termination payments or payments upon termination o f office or employment, already referred to in the Executive Summary, the Company has included in paragraph 3.5. 1 a specific description of the provisions on this matter under the applicable legislation or the relevant collecti ve bargaining agreement.

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Executive Summary

Component Purpose/Characteristics Criteria and

conditions of

implementation Attributed values/benefits

Fixed remuneration

Adequately compensates the skills, professionalism and contribution required by the role, with the aim of supporting motivation, also for retention purpose.

Fixed

compensation

determined by the Board of Directors pursuant to Article 2389 of the Italian Civil Code, during the allocation of

the compensation

determined by the

Shareholders’

Meeting

Chairman and Chief Executive Officer 1: €1,200,000 (annual fixed remuneration for the

offices)

Deputy CEO €640.000 (annual fixed remuneration for the office, to be pro-rated based on its

duration)

ESR s: commensurate with the role heled and the delegated powers; with possible annual adjustments determined based on merit (continuity of individual performance) or role/responsibilities progression, in line with the Policy and the pay mix.

Incentives

Short -term variable

(MBO –

Management by

Objectives)

Paid annually in cash, it serves to motivate and guide management in the short term, in alignment with the corporate objectives set by the Board of Directors.

The amount of the annual short-term incentive depends on the role held and on the company and individual performance.

Recipients: Deputy

CEO, ESRSs, top

level of

management and

other key figures

within the

organisation.

Deputy CEO KPIs:

• Group EBIT

(weight: 40%)

• Net Sales

(weight: 25%)

• NPF

(weight: 25%)

• CSR INDEX

(weight: 10%)

ESRs KPIs: :

Business (Net

Sales, Order

Intake, Product

mix,);

profitability (EBIT,

Business Margin);

financial (NFP,

DSO, DSI);

sustainability

(emissions and

leadership)

Award of incentive:

the nominal value of the target

incentive is

determined based

on the role held.

Vesting of

incentive:

annual results.

Chairman and Chief Executive Officer 1: not provided for

Target Deputy CEO €120.000 Cap Deputy CEO €156.000

ESR s Target:

aligned with the responsibilities and role held (maximum 35% of gross

annual salary)

Disbursement of the incentive: based on the results achieved in the previous year.

1 The Chairman and Chief Executive Officer is the ma jority shareholder

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1 The Chairman and Chief Executive Officer is the majority shareholder Component Purpose/Characteristics Criteria and

conditions of

implementation Attributed values/benefits

Variable long -term

incentives

(LTI – Long Term

Incentive)

Cash plan reserved for holders of positions with the most direct responsibility for company’s results, ensure greater alignment between shareholders’ interest and management action.

Three-year

incentive plan (LTI) with a three-year vesting period and

provision of

advancing 50% of the nominal value of the Bonus based on the results achieved over the two-year period.

Recipients:

first level of

management

Indicators:

EBITDA margin

(50%); SALES

(25%);

NIC/SALES (25%).

Award of incentive:

the nominal value of the target

incentive is

determined based

on the role held.

Vesting of

incentive: average

results over the three years during the vesting period, measured on a

linear scale

compared to the defined target.

Chairman and Chief Executive Officer 1: not provided for

Deputy CEO not provided for under the term of office ending upon approval of the 2026 financial

statements

ESR s Target : 33% fixed component 2 ESR s Cap : 50% fixed component

The incentive awarded in case of reaching the minimum performance level will be 40%, the maximum possible incentive is 150% of the nominal value of the individual incentive.

In the case of performance below 80% of the target value, the corresponding incentive will be zero.

Pay mix

The remuneration of the Chairman of the Board of Directors and Chief Executive Officer does not include any variable components, given that he is also the majority

shareholder

2 Annual Value 62% 19% 19% ESRs (average ) 100% Chairman of the BoD and Chief Executive

Officer

100% Chairman of the BoD and Chief Executive

Officer

54% 21% 25% ESRs (average) Pay mix cap Pay mix target  Fixed Remuneration  Short-term Variable remuneration (MBO)  Long-term Variable incentives (LTI)  Fixed Remuneration  Short -term Variable remuneration (MBO)  Long -term Variable incentives (LTI) 84% 16% Deputy CEO 80% 20% Deputy CEO

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Component Purpose/Characteristics Criteria and

conditions of

implementation Attributed values/benefits

Benefits

These incentives support the pay package in line with common market practices and the requirements of the

applicable national

collective bargaining

agreement (“CCNL”). They include additional extra

components, mainly

pertaining to social insurance or pensions, in order to ensure the

competitiveness and

appreciation of the pay package.

Defined in

continuity with the

Policy implemented

in previous years and in accordance with the provisions of law, regulations

and/or collective

agreements

Chairman and CEO • Mixed-use company cars • Accident policy • Healthcare policy • D&O policy

Deputy CEO

• Life & accident policy • D&O policy

ESR s

• supplementary pension • supplementary healthcare • forms of insurance coverage • mixed-use company cars • free use of accommodation • D&O policy

Non -executive directors • D&O policy

Members of the Board of Statutory

Auditors

• D&O policy

End -of -service indemnit ies /Non -

compet e and non -

solici tation

agreements

Subscribed or potentially underwritten to contain potential litigation and/or competition risks.

End -of -office

indemnity

No implementing

provisions are

provided for, as no

end-of-office

indemnities have

been resolved in favour of the Board of Directors.

Employment

termination

indemnity

Applicable upon

termination of

employment, in

accordance with

the conditions set out in the

applicable

legislation and

contractual

provisions.

Non -compet e and non -solicit ation

agreements

Defined, where

applicable, in

relation to the office or role held and the specific needs to protect the interests of the Company.

Chairman and Chief Executive Officer:

not provided for

Deputy CEO: not provided for

Other members of the Board of Directors: not provided for

ESRs:

The Company recognises the indemnities due pursuant to applicable laws and national and company-level collective bargaining agreements.

Chairman and Chief Executive Officer:

not provided for

Deputy CEO:

Non-compete and non-solicitation restrictions applicable for the 12 months following termination of office. No specific remuneration is provided for such restrictions, given the nature of the relationship.

ESR s:

Where applicable, the restriction is determined in relation to the role held, with remuneration set within a percentage range of the gross annual remuneration (25%-50%) and paid in instalments, the last of which is paid upon termination of employment.

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Component Purpose/Characteristics Criteria and

conditions of

implementation Attributed values/benefits Clawback Clauses that allow the possibility of requesting the return of variable components of remuneration determined on the basis of data that have subsequently proved to be manifestly incorrect or determined in the presence of fraudulent or negligen t conduct on the part of the recipients.

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2025 Results

Summary of

2025 results
Revenue

662.00

€ M -12.2% vs 2024 Adjusted EBITDA 3

39.00

€ M

-34.4% vs. 2024 EBIT

-16.00

€ M N/A Net Profit/Loss

-20.00

€ M NS

The economic context In 2025, the global economy demonstrated considerab le resilience, despite the challenges posed by tari ffs and geopolitical uncertainty. Global growth has bee n moderate, with positive signs driven by falling o il prices, easing financial conditions and improved tr ade relations between the United States and China.

The United States and China have seen their growth forecasts revised slightly upwards, thanks to robus t private consumption and investment, whilst the euro zone has shown signs of resilience, with growth driven mainly by domestic demand. In Italy, GDP gro wth was modest, driven in part by rising investment and strong export performance. However, the propens ity to save remains high due to economic uncertainties.

In summary, despite a challenging global environmen t, 2025 saw moderate global economic growth, with signs of resilience in the major economies, which h elped to underpin economic activity worldwide.

Business area

An analysis by the main industry associations (Fede rmacchine, Acimall, GIMAV, UCIMU) for 2025 points t o a challenging economic climate, characterised by a general decline in economic indicators. In particul ar, the Italian capital goods industry saw a decline in turnover, down 2.1% compared with 2024. Exports, a key factor for many companies in the sector, fell signi ficantly (-5.4%), mainly due to weakness in traditi onal markets such as Germany, France and the United Stat es, as well as the ongoing stagnation of foreign markets linked to the conflict in Ukraine and geopo litical issues with China.

In the woodworking machinery sector, turnover fell by 10.4% compared with 2024, with a sharp slowdown in exports (-13.9%) and a slight contraction in the domestic market (-2%). Similarly, the glass manufacturing sector ended the year with a 9.2% dec line compared with 2024, with exports falling by 5% .

Despite these negative trends, forecasts for 2026 p oint to turnover remaining largely stable, with exp orts expected to remain under pressure and a slight incr ease anticipated in the domestic market, driven by household consumption. Expectations of a recovery c entre on the potential positive effects of fiscal measures and incentives linked to the technological transition, which could boost domestic demand.

Evolution of 2025 Throughout the financial year, the international ge opolitical and economic landscape continued to be characterised by a high degree of uncertainty, with global trade tensions fuelled by the US administra tion’s policy and the conflicts in Ukraine and Palestine. Added to this were the slowdown in the automotive sector and in Germany, and the closure of key markets such as Russia and Belarus, coupled with intensifying competitive pressure from Asia. On the domestic fro nt, the incentives provided for in the Transition 5 .0

3 Adjusted Gross Operating Margin or Adjusted EBITDA (Adjusted Earnings Before Interest, Taxes, Depreci ation and Amortisation): this indicator is defined as Profit (Loss) for the year before income taxes, fin ancial income and expense, foreign exchange gains a nd losses, depreciation and amortisation of propert y, plant and equipment and intangible assets, write-do wns of fixed assets for impairment tests, allocatio ns to provisions for risks and charges, as well as costs and revenues deriving from transactions considered by Management to be of a non-recurring nature with respect to the Group's core business Biesse

Page 16 of 62 Report on the 2026 Remuneration Policy and on the Remuneration Paid in 2025

plan have not delivered the expected results, with take-up falling short of forecasts and helping to d ampen demand in the manufacturing sector, which was alrea dy suffering from international trends. These facto rs have led to a slowdown in exports and persistent ec onomic uncertainty, which has had a negative impact on the group’s turnover Biesse Group revenues in 2025 amounted to € 662 mil lion, down (-12.2%) compared to 2024. An analysis o f turnover by geographical area shows that the declin e is widespread across all regions.

The decline in volumes was also reflected in the op erating profitability for the period, as shown by t he Adjusted EBITDA, which, excluding one-off costs, am ounted to € 39 million, a decrease of 34.4% compare d to the previous year. Similarly, operating profit b efore non-recurring items (“Adjusted EBIT”) in 2025 amounted to € -15 million, with a negative delta of € 17 million compared to 2024 and a decrease in th e EBIT margin from 2.5% to 0.3%.

It should be noted that the Biesse Group’s financia l results for the period under review were adversel y affected by “non-recurring items” amounting to €19 million, relating mainly to the impairment of goodw ill pertaining to the Machinery and Systems CGU, write- downs, provisions for redundancy incentives linked to the reorganisation of production sites in Northe rn Italy, which are expected to be closed or downsi zed, as well as a one-off corporate welfare payment .

In relation to the corporate restructuring provisio n recognised in the year under review, it represent s the best estimate of the further costs associated with the organisational transformation process that must lead the company to an appropriate size of structur e in line with the business model.

Shareholders' Meeting vote on the remuneration poli cy and compensation paid In a decision made on 29 April 2025, the Shareholde rs’ Meeting approved Section II of the 2025 Report on the Remuneration Policy, with a majority vote equal to 92% of the voting rights present or represented . The same shareholders' meeting approved Section II of t he Report, referring to the remuneration paid in 20 24, with 92% of the voting rights present or represente d.

Below is a chart summarising the outcome of the Sha reholders’ Meeting vote with reference to Sections I and II of the Report on the Remuneration Policy and compensation paid.

* where there is no vote, a multi-year policy alrea dy approved in previous shareholders' meetings is d eemed to be in force

83% No. voting rights

28,352,947 92%

No. voting rights

28,385,307 98%

88% 92%

Year of voting at the Shareholders' Meeting Trend of votes in favour of the Shareholders' Meeti ng Voti favorevoli Sez. I* Voti favorevoli Sez. II Votes in favour Sect. II 2023 2024 2025

Votes in favour Sect. I*

Page 17 of 62 Report on the 2026 Remuneration Policy and on the Remuneration Paid in 2025

Economic, social and environmental sustainability Biesse's sustainability initiatives were driven by a combination of best practice and innovation, invo lving stakeholders to promote solutions that simplify and inspire our customers' imaginations to improve people's daily lives.

The key factor in a company’s competitiveness is it s human capital, comprising the men and women who constitute our workforce .

The 2026–2028 Strategic Plan reaffirms the central role of people as an essential element in creating sustainable and lasting value. In particular, it pl aces particular emphasis on developing responsible leadership and fostering an inclusive corporate cul ture based on integrity, collaboration and a result s-

oriented approach.

Among the strategic priorities, the development of people is of particular importance, with a focus on employee training. The Plan provides for significan t investments in the growth of internal skills and the professional development of the distribution networ k, with a view to supporting innovation, service qu ality and the competitiveness of the organisation.

To ensure that these strategic objectives are effec tively translated into concrete actions, specific i nitiatives are planned to promote and reinforce the company’s values, which underpin the day-to-day work of all employees. These values, which were already central to our training and onboarding activities in 2024 and 2025, will continue to be reinforced through profes sional development programmes and opportunities for internal dialogue.

International

natives Insightful

curiosity Genuine

mastery Widespread

transparency Heartfelt

commitment

Respectful

sight

Belonging

without

borders that

enhances the

uniqueness of

individuals A constant

desire for

discovery,

which turns

into intuition The original

“know-how”,

the result of a

genuine

tradition The honesty of the people, the integrity of the company Adherence to a

common

project, lived

and

strengthened

daily Attention to the

environment,

society and

people

In line with this initiative, Biesse is committed t o promoting the development of people by stimulatin g curiosity, encouraging innovation and enhancing the uniqueness of individuals by respecting their righ ts within the framework of shared corporate values.

Accordingly, the following positive impacts are ide ntified:

• The company adopts attraction and loyalty policies;

• It adopts initiatives dedicated to increasing the w ell-being of employees in the company;

• It carries out social and cultural initiatives to c ontribute to the territory in which it operates.

Furthermore, Biesse also aims to contribute to prot ecting the surrounding environment through the responsible use of resources and materials, extendi ng these principles throughout the supply chain.

Sustainability initiatives, which cover economic, s ocial and environmental aspects, are also being progressively integrated into the remuneration poli cy through the introduction of sustainability-relat ed KPIs into the short-term incentive scheme.

The management’s annual incentive scheme (MBO plan) includes, in fact, a sustainability performance indicator, known as the CSR Index , which, in addition to measuring the reduction in tonnes of CO2eq – already included in the 2024 and 2025 plans and for which the Company has updated the baseline to 2023 – also includes a social objective aimed at measuri ng the business ’s ability to promote and reflect the corporate culture and to develop widespread leaders hip.

Page 18 of 62 Report on the 2026 Remuneration Policy and on the Remuneration Paid in 2025

Connection with Biesse's business strategy The Company’s Remuneration Policy has been defined in order to align the variable component with the Company’s strategy and to guarantee sustainable per formance over the long term.

In application of the Pay 4 Performance principle, the pay packages of the recipients of the Policy ar e structured in such a way as to give significant wei ghting to the variable component (linked to the attainment of pre-set objectives) over the fixed co mponent, while still providing a well-balanced pay mix.

Strategic pillars Strategic actions Short -term incentives Medium -long term

incentives

New Operational Model

(S&OP / OE AND

LOGISTICS) Redefinition of the end-to- end process covering demand planning, order management, operations and logistics, with a focus on strengthening governance mechanisms, cross-

functional integration and support for the Business Plan EBIT

BUSINESS MARGIN

NET SALES

ORDER INTAKE

PRODUCT MIX

NET FINANCIAL

POSITION

DSO

CSR INDEX EBITDA margin

SALES

NIC/SALES Best Service reputation in our industry Restoring leadership in the service sector through a structural overhaul aimed at rebuilding customer relationships, whilst strengthening staff numbers and technical and professional expertise.

Market Development & Business Recovery A structured recovery of the business and market share through the strengthening of commercial capabilities and a review of the market organisation and sales function, with the aim of establishing a more effective model that is consistent with strategic pr iorities and geared towards sustainable growth

Product Development

Roadmap Accelerating product development through a roadmap focused on innovation and time-to-

market, complemented by a review of the product portfolio to optimise the economic and strategic contribution of products to the overall plan. The simultaneous launch of applied research initiatives focused on medium- to long- term technological opportunities and threats.

Supply Chain Evolution Development of the supply chain in line with the new S&OP model and the defined industrial footprint, with a focus on the supplier base, procurement and production flexibility.

Biesse Training

Academy

(“People first”) Systematic development of technical and managerial skills to support organisational

development

Figure 1 – Strategic Plan for 2024-2026 and remuneration po licy

With reference to Article 123-ter, paragraph 3-bis of the TUF, the above model shows the link between the performance targets used in the short and long-term incentive systems and the fundamental guidelines of the 2024-2026 strategic plan, showing the clear and complete link between the Company’s strategic plan and its incentive systems.

Page 19 of 62 Report on the 2026 Remuneration Policy and on the Remuneration Paid in 2025

2026

REMUNERATION

POLICY

Section I

Page 20 of 62 Report on the 2026 Remuneration Policy and on the Remuneration Paid in 2025

1. Governance

According to current legislation, the Remuneration Policy involves several company bodies, engaged in different capacities in its preparation, approva l and implementation: The Shareholders’ Meeting (the “Meeting”), the Board of Directors (the “Board”), the Remuneration Committee (the “Committee”), the Human Resources Department (the “Human Resources”) and the Board of Statutory Auditors .

These bodies are also involved in any revision of t he Remuneration Policy, if necessary.

Figure 2 – Process of defining the Remuneration Policy

1.1. Shareholders’ Meeting

The Shareholders’ Meeting:

• determines the total amount for the remuneration of all directors, including those holding special offices, and the remuneration of statutory auditors ;

• expresses its binding vote on the Remuneration Poli cy adopted by the Company, pursuant to Article 123-ter, paragraphs 3-bis and 3-ter of the TUF;

• expresses its non-binding vote on the second sectio n of the report on the remuneration policy and remuneration paid by the Company, pursuant to A rticle 123-ter, paragraph 6 of the TUF;

• resolves on any compensation plans based on financi al instruments for directors, employees (including executives with strategic responsibiliti es) and collaborators, pursuant to Article 114-

bis of the TUF.

Remuneration

Committee + Human Resources Department +

Independent Experts

Board of Directors

BOARD OF

STATUTORY

AUDITORS

Shareholders’

Meeting

Make proposals in relation to the

Remuneration Policy

Defines, examines and

approves the

Remuneration Policy

Gives an opinion on the

Remuneration Policy

Approves the Policy with a binding vote

Page 21 of 62 Report on the 2026 Remuneration Policy and on the Remuneration Paid in 2025

1.2. Board of Directors The Biesse Board of Directors in office at the date of this Report is composed of the following seven

members:

Full name Office Roberto Selci Chairman and CEO Stefano Porcellini Deputy CEO Salvatore Giordano Director (non-executive) Pier Giorgio Bedogni Independent (non-executive) di rector Federica Ricceri Independent (non-executive) direct or Rossella Schiavini Independent (non-executive) dire ctor Cristina Sgubin Independent (non-executive) directo r The Board of Directors:

• determines the remuneration of the Directors, inclu ding those holding special offices, within the limits of the total remuneration for the remunerati on of all the directors established at the Shareholders' Meeting, after having heard the opini on of the Board of Statutory Auditors;

• determines the variable remuneration of the ESRs;

• approves the general criteria for the remuneration of ESRs;

• examines and approves the Remuneration Policy, on t he basis of proposals made by the Committee and Human Resources, and submits it to th e Shareholders' Meeting.

It should be noted that no director participates in Board meetings in which proposals concerning their own remuneration are formulated, except in the case of proposals relating to all members of the Committees established within the Board of Director s.

Page 22 of 62 Report on the 2026 Remuneration Policy and on the Remuneration Paid in 2025

1.3. Remuneration Committee The Remuneration Committee, which is formed exclusi vely of independent directors, supports the Board in preparing the short, medium and long-term plans and in supervising the Policy, of which it will periodically assess the adequacy, overall cohesion and concrete application.

The Committee is tasked with providing advice and p roposals to the Board in relation to the determinat ion of remuneration for the Executive Directors and tho se with special responsibilities as well as the Executives with Strategic Responsibilities of the G roup, and in relation to the appointment/replacemen t of independent directors and sizing and composition of the Board.

The tasks entrusted to the Remuneration Committee b y the management body are as follows:

• Assisting the Board in preparing the Remuneration P olicy;

• Making proposals to the Board on the remuneration o f the Executive Directors and other directors who hold special offices, as well as setting perfor mance targets related to the variable component of

remuneration;

• Monitoring the implementation of the Remuneration P olicy and verifying in particular that performance targets have been met;

• Periodically evaluating the adequacy and overall co hesion of the policy of remuneration for directors and top management.

1.3.1. Composition

The Committee is composed of two Non-Executive and Independent directors (as defined in the TUF) who have adequate knowledge and experience in this area :

• Chairman Federica Ricceri • Member Rossella Schiavini

1.3.2. Activities

Throughout 2025, the Committee carried out its work in a consistent and structured manner, holding nine meetings, with all its members attending each one.

The meetings were attended by the Chief HR, General Affairs & Safety Officer and the Chief Legal & Corporate Affairs Officer, the latter acting as Sec retary. The Board of Statutory Auditors, having bee n duly invited, attended all the meetings held during the financial year.

Within the scope of its remit, the Committee assist ed the Board of Directors in the process of drawing up and updating the Remuneration Policy for the yea r 2025, as well as in verifying the correct applica tion of the current policy. In this context, the Committ ee issued a favourable opinion on Sections I and II of the 2025 Remuneration Policy Report and on the remu neration paid in 2024, confirming that the remuneration system is consistent with the applicab le regulatory framework and the Company’s guidelines.

During the financial year, the Committee was also a sked to give its opinion on the compliance with the policy regarding the severance agreements of the Ch ief Executive Officer and General Manager, Mr Massimo Potenza, and the Chief Financial Officer.

Page 23 of 62 Report on the 2026 Remuneration Policy and on the Remuneration Paid in 2025

The Committee also assessed the remuneration packag es of three Senior Executives with Strategic Responsibilities who are candidates for appointment to the roles of Chief Financial Officer, Senior Executive Officer and Chief HR, People Communicatio ns, Safety & General Affairs Officer and Safety Officer , verifying compliance with the Policy and market pra ctices and, where necessary, initiating the prescribed approval process for exemptions governed by paragraph 1.6 of Section I of the Policy, in th e situations described in paragraph 1.6 of Section II – Part I of this report.

Finally, the Committee maintained ongoing oversight of the short-term incentive scheme (MBO), reviewing the final results for the 2024 financial year, monitoring the performance of KPIs for 2025, and contributing to forward-looking assessments regardi ng the development of the target framework for the 2026 financial year. As part of these activitie s, the Committee paid particular attention to the C SR Index and the Material (Product) Mix, assessing the ir suitability in relation to the company’s strateg ies.

January – March (2)

Activities

• Opinion on the Report on the Remuneration Policy 2025 and remuneration paid in 2024 • 2024 ESRS MBO Final Report

October – December (3)

Activities

• Review of the consistency of remuneration for candidates for the positions of Senior Executive Officer and Chief HR, People Communications, Safety & General Affairs Officer • Assessments regarding exemptions from the Remuneration Policy in relation to the payment of a special bonus to the Chief HR, People Communications, Safety & General Affairs Officer • Guidelines for the 2026 ESRS MBO

Framework

Cycle of activities of

the Remuneration

Committee April - June (2)

Activities

• Monitoring of 2025 MBO KPI

performance

• In-depth analysis of MBO , CSR Index and Material (Product) Mix

indicators

• Assessment regarding the derogation from the Remuneration Policy in relation to the settlement agreement concerning the departure of the Chief Executive Officer July - September (2)

Activities

• Monitoring of 2025 MBO KPI

performance

• Assessment of the consistency of the proposed settlement agreement with the Chief Financial Officer .

• Review of the remuneration package for the candidate for the position of Chief Financial

Officer

• Assessment of exemptions relating to severance indemnity and the entry bonus for the Chief Financial Officer ;

Figure 3 – Cycle of the Remuneration Committee’s main activi ties

Page 24 of 62 Report on the 2026 Remuneration Policy and on the Remuneration Paid in 2025

1.4. Board of Statutory Auditors The Board of Statutory Auditors:

• participates in the meetings of the Remuneration Co mmittee; and • expresses the opinions required by the regulations in force, in particular the opinion relating to the remuneration of Directors invested with particular offices pursuant to Article 2389, paragraph 3, of the Italian Civil Code.

1.5. Intervention by independent experts and market benc hmarking Biesse's Remuneration Policy provides for constant monitoring of remuneration practices and general market trends, with reference to remuneration level s, composition and systems, in order to ensure the competitiveness of the remuneration offer and the C ompany's ability to attract, retain and motivate people.

Biesse, therefore, in defining its Remuneration Pol icy, verifies its remuneration structure also on th e basis of analyses on market benchmarks carried out by the independent consulting firm Willis Towers Watson.

The choice of peer groups was made in 2024, by sele cting listed companies with dimensions comparable to those of Biesse in terms of revenues, market cap , number of employees; for the CEO's peer group, reference was made to industrial companies, often B TBs, excluding companies in the financial and service sectors. Additional characteristics such as the degree of internationalisation and ownership structure were also taken into account.

• For the Chairman of the Board of Directors , a peer group has been selected consisting solely of companies in which there is an executive chairman. The same panel of companies was used for the benchmark on the remuneration of the Board of Directors and the Board of Statutory Auditors The peer group selected is overall comparable to Biesse in terms of the size of the companies included (Revenues, Number of Employees, Market Cap) and consists of the

following companies:

• For the position of Chief Executive Officer and General Manager of the Company, a peer group has been defined that is overall comparable to Biesse in terms of the size of the companies included and the degree of internationalisation and ownership structure. The panel for the CEO/GM's remuneration benchmark is made up of the following companies:

Ariston Holding

Brembo

Cairo Communication

Carel Industries

CIR

Datalogic

Elica

ERG

Geox

Immsi

Intercos

KME Group

Piovan

Salcef Group

Bobst Group

Bystronic AG

DMG MORI AG

Dürr Aktiengesellschaft

Elica

EuroGroup Laminations

F.I.L.A. - Fabbrica Italiana Lapis ed Affini Garofalo Health Care GVS Industrie De Nora

Intercos

Interpump Group

Krones AG

Kuka

Piovan

SAES Getters

Salcef Group

Sogefi

SOL

• The “Global Grading System” methodology, internatio nally certified by Willis Towers Watson, was used t o review the remuneration of the ESRs. The values con tained in the “Executive Survey – Italy” by Willis Towers Watson were used as market references.

Page 25 of 62 Report on the 2026 Remuneration Policy and on the Remuneration Paid in 2025

1.6. Derogation from the Remuneration Policy In compliance with the provisions of Legislative De cree 49/2019, specific rules apply for temporary derogations from the Remuneration Policy, in the ev ent of exceptional circumstances that require such derogations in order to pursue the long-term intere sts and sustainability of the Group as a whole or t o assure its capacity to remain on the market, withou t affecting the provisions of paragraph 3.2.2 with reference to the long-term incentive plan (LTI 2024 -2026).

Exceptional circumstances would be:

• extraordinary or unpredictable events occurring nat ionally or internationally which affect the Group or its industries and/or markets, and which may sig nificantly impact its results;

• substantial changes to the way in which the Group o rganises its activities following extraordinary operations such as mergers, sales or purchases of c ompanies or business units;

• unexpected events that require the replacement of a strategic role and the rapid negotiation of a pay package that is not fully aligned with the guidelin es and principles of the Policy, in order to attrac t the professional profiles best suited to the fulfilment of objectives;

• the need to provide for payments other than those g overned by the Remuneration Policy (such as entry bonuses or retention bonuses) to facilitate t he recruitment or retention of personnel possessing specific skills and high-level professional experti se; such payments are to be made on a one-off, deferred basis (within a maximum period of twelve m onths) upon the occurrence of the relevant event, unless the payment constitutes a reimbursement of o ut-of-pocket expenses.

In accordance with the reference legislation and in close connection with the specific circumstances, below is a list of the elements of the Remuneration Policy that may be varied:

• a change in the ratio between fixed and variable re muneration;

• a variation in the performance targets and/or respe ctive weightings and/or entry conditions for the incentive plans;

• attribution of one-off bonuses for attraction or re tention purposes;

• the award of special indemnities;

• the types of benefit granted.

The process involves the following steps:

The Remuneration Committee:

1) verifies the existence of the exceptional circumsta nces;

2) prepares the derogation proposals with the assistan ce of the Human Resources;

3) presents the derogation proposals for approval by t he Board of Directors;

4) presents and justifies the derogation proposals as approved by the Board of Directors, in Section Two of the Remuneration Report which is submitted t o the Shareholders’ Meeting for approval in the financial year following the adoption of the de rogation.

Page 26 of 62 Report on the 2026 Remuneration Policy and on the Remuneration Paid in 2025

The derogation will be adopted in accordance with t he Related Party Transactions Procedure, as approve d by the Company and in force from time to time, and with Consob Regulation No. 17221 of 12 March 2010 (Related Party Transactions).

Figure 4 – Derogation approval procedure

Remuneration Committee

Board of Directors

Remuneration Committee

- Verifies the existence of the

exceptional circumstances

- Prepares the derogation proposals with the assistance of the Human

Resources

Approves the derogation proposals presented to it by the Remuneration

Committee

Presents and justifies the derogation proposals as approved by the Board of Directors in Section Two of the Remuneration Report, which is then put to the vote of the Shareholders’ Meeting.

Page 27 of 62 Report on the 2026 Remuneration Policy and on the Remuneration Paid in 2025

2. Purposes, principles and recipients of the Remunera tion

Policy

The Remuneration Policy proposed for 2026 is design ed to attract and retain all the key roles who have the professional profiles needed to reach the set o bjectives, while at the same time guaranteeing a cl ose link between the interests of management and those of all the company’s stakeholders. The Policy is inspired by the following principles:

Shared objectives

A substantial part of management’s remuneration is aimed at attaining defined objectives over a multi-

year period, so that the executive roles are focuse d on creating sustainable long-term value in line w ith the expectations of all stakeholders.

The Company’s attractiveness as an employer The pay levels, which are partly set according to t he market benchmarks for comparable roles, are set at a level that will attract and retain key roles with in the organisation.

Equity

Pay-related decisions are not influenced by differe nces in gender, age, ethnicity or cultural backgrou nd.

On the contrary, we support and value inclusivity b y involving people in the Company’s success, in the firm belief that this is the best way to motivate t hem fully.

In determining the Remuneration Policy for key pers onnel, the Company consistently takes into account the salaries and working conditions of all employee s, in order to avoid any unjustified imbalances.

Transparency

Our governance system is clear and efficient, and h inges on the principle of maximum transparency for all stakeholders, with regard to remuneration.

The principles listed above form the basis of the P erformance Evaluation and Pay 4 Performance system that the Biesse Group has introduced, in accordance with the guidelines of the 2026-2028 strategic pla n.

Page 28 of 62 Report on the 2026 Remuneration Policy and on the Remuneration Paid in 2025

2.1. Recipients

The Remuneration Policy applies to members of the B oard of Directors, to Executives with Strategic Responsibilities and to the members of the Biesse G roup’s Board of Statutory Auditors.

For the purposes of this Policy, “Executives with S trategic Responsibilities” are defined as those managers who, within the Biesse Group, have the pow er and responsibility, either directly or indirectl y, to plan, direct and oversee the Company’s activities.

As at the reporting date, the Board of Directors – with resolution of 27 February 2026 – identified Executives with Strategic Responsibilities as the h olders of the following roles:

• Chief Financial Officer • Senior Executive Officer • Chief HR, People Communications, Safety & General A ffairs Officer • Chief of Staff Officer • Chief Product, Development & Innovation Officer • Chief Services & Parts

The Board of Directors retains the right to appoint further Executives with Strategic Responsibilities in line with changes to the Group’s organizational structur e.

It should be noted that, as at the date of this Rep ort, there is no management position corresponding to that of Chief Financial Officer, the related respon sibilities being assigned to the Deputy CEO in conn ection with his/her position as a member of the Board of D irectors. Should such responsibilities be assigned, during the period of validity of the Policy, to an individual holding a management position, the relev ant remuneration will be determined in accordance with the principles and criteria set out in this Policy.

Page 29 of 62 Report on the 2026 Remuneration Policy and on the Remuneration Paid in 2025

3. Information about the Company Remuneration Policy In preparing this Policy, the Board of Directors to ok into consideration the principles and recommendations of Article 5 Recommendation 27 of t he Code of Corporate Governance, which covers the remuneration of the executive directors and top management, in particular:

• a balancing of the fixed and variable components th at is adequate and consistent with the Company’s strategic objectives and risk management policy, taking into account the characteristics of the business activity and the industry, while de termining that the variable component should represent a significant part of the overall remuner ation;

• capping of payments of variable components;

• the performance objectives underlying the payment o f variable components are predetermined, measurable and also linked as to a significant part to a medium-long-term time horizon. They are consistent with the Company’s strategic objectives and are aimed at promoting the sustainable success of the business – they may include non-fina ncial components where relevant;

• contractual provisions that allow the Company to re claim all or part of the variable remuneration paid (or to retain deferred sums) if those sums were det ermined on the basis of data that proved to be manifestly misstated, or in other circumstances ide ntified by the Company;

• clear, predetermined rules about the payment of ind emnities for termination of a director’s role, which place a cap on the total amount that can be p aid by linking it to a certain sum or certain numbe r of years’ remuneration. This type of indemnity cann ot be paid if the contract was terminated because the results achieved were objectively inadequate.

The remainder of this Report presents the main char acteristics of the remuneration packages for the

following roles:

• Non-executive directors;

• Executive directors;

• Executive with Strategic Responsibilities;

• Members of the Board of Statutory Auditors.

Page 30 of 62 Report on the 2026 Remuneration Policy and on the Remuneration Paid in 2025

3.1. Remuneration of the members of the Board of Directo rs On 29 April 2024, the Shareholders’ Meeting appoint ed the new Board of Directors for 2024-2026, and se t the number of members at 7. At the same time, the M eeting authorised the remuneration of the Directors , setting a total amount of Euro 1,570,000.00 for eac h financial year during which the Board remains in office; the total amount is to be distributed among the directors pursuant to Article 2389 of the Ital ian Civil Code, as detailed below.

The Shareholders’ Meeting convened for 12 October 2 026 will be asked to approve the revision of the to tal amount of remuneration payable to the members of th e Board of Directors, to €2,060,000.00.

In addition to the payments detailed below, the dir ectors will be entitled to the reimbursement of exp enses incurred in the performance of their role.

The guidelines of the 2026 Remuneration Policy, wit hin the scope of the prerogatives of the Shareholde rs' Meeting, are inspired by a principle of continuity with the previous policy.

3.1.1. Non-executive directors For non-executive directors, remuneration is fixed and not linked to the achievement of performance targets. This remuneration, in accordance with Arti cle 5 recommendation 29 of the Code of Corporate Governance, is consistent with the competence, prof essionalism and commitment required in the duties allocated in the Board and the Board committees. Th e current procedure provides that directors are entitled to the reimbursement of the cost for meal and accommodation if they are physically present at the Company’s head office to carry out their duties .

The Shareholders' Meeting of 29 April 2024 resolved on the total remuneration of the Directors for the three-year period 2024-2026, divided by the Board, which established a fixed gross annual remuneration for the office of Euro 29,500 for participation in the Board of Directors. The a dditional remuneration due to non-executive directors for participation in Boa rd Committees is as follows:

Additional remuneration for participation in Board Committees Control and Risks Committee Remuneration Committee Related Parties Committee Chairperson € 20,000 Chairperson € 18,300 Chairperson € 1,200 per

meeting (*)

Member € 10,000 Member € 9,800 Member € 1,000 per

meeting (*)

(*) maximum € 4,400 per year

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3.1.2. Chairman of the Board of Directors and Chief Execut ive Officer The remuneration of the Chairman of the Board of Di rectors and Chief Executive Officer amounts to Euro 1,200,000 and consists exclusively of the fixed com ponent, paid in accordance with Article 2389 of the Italian Civil Code.

This remuneration remains unchanged from that previ ously provided for the position of Chairman of the Board of Directors alone, despite the addition of t he role of Chief Executive Officer.

The level of remuneration is determined on the basi s of various factors, including the complexity and responsibilities associated with the role, the expe rience required, and the relevant salary market.

The remuneration package does not include any varia ble components. This approach is consistent with the Company’s current governance and ownership stru cture, under which the roles of Chairman and Chief Executive Officer are held by Roberto Selci, the majority shareholder, whose interests are structurally aligned with those of the Company and its shareholders In this context, the remuneration structure ensures that the role is adequately compensated without th e need for additional incentive schemes, whilst at th e same time ensuring that management decisions are geared towards creating sustainable value and ensur ing the Company’s stability in the medium to long term.

3.1.3. Deputy CEO

On 5 May 2026, the Board of Directors resolved to a ppoint a Deputy CEO from among its members.

The appointment of the Deputy CEO took place in exc eptional circumstances pursuant to the Remuneration Policy, arising, on the one hand, from the resignation of the Chief Financial Officer and , on the other, from the need to promptly strengthen the Company’s key business functions, ensuring management continuity and oversight of the Company’ s main business functions. Such circumstances resulted in the need to resort to the derogation pr ocedure provided for by the Remuneration Policy.

100% Remuneration package for the Chairman of the Board of Directors and the Chief Executive

Officer

 Fixed Remuneration  Short-term Variable remuneration (MBO)  Long-term Variable incentives (LTI)

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The Deputy CEO holds an office-based relationship w ith the Company, acting as an executive member of the Board of Directors (without entering into any e mployment relationship) and, in connection with the office held, also performs the functions of Chief F inancial Officer and Investor Relations. The functi ons of the Manager responsible for preparing the Company’s financial reports remain assigned to a Company executive, in accordance with applicable legislatio n.

The decision to entrust such responsibilities to th e Deputy CEO was supported by the strong alignment of his professional profile with the Company’s need s, taking into account both his significant experie nce in the economic and financial matters and his previ ous twenty years of experience with the Company, fi rst as Chief Financial Officer and subsequently as Gene ral Manager.

The remuneration for the term of office ending upon approval of the 2026 financial statements comprise s an annual fixed component and a short-term variable component (MBO), subject to the achievement of specific performance objectives, including non-fina ncial objectives. For the 2026 term of office, it w as not possible to include the Deputy CEO in the 2024-2026 LTI plan, as the minimum participation period requirements set out in the relevant Regulations ha d not been met.

The determination of the level of fixed remuneratio n takes into account the complexity of the office, the responsibilities assigned, the experience required for the role and the relevant remuneration market.

The fixed component of the remuneration package ens ures an adequate level of remuneration even if the variable component is not paid, helping to limit th e assumption of excessively risk-oriented behaviour and to foster the pursuit of objectives consistent with the interests of the Company.

The variable component is subject to the achievemen t of predetermined performance objectives, defined in accordance with the principles and guidelines of the Remuneration Policy and aimed at pursuing the Company’s strategic objectives.

In order to encourage the Deputy CEO to accept the position, a bonus of €80,000.00 has also been provided for, to be paid by April 2027, provided th at the position has not terminated for reasons attributable to the Deputy CEO.

The Deputy CEO’s remuneration package is therefore composed as follows:

€ Benefit Remuneration for the office Short Term Incentive

(target) Bonus

640.000 120.000 80.000 

3.1.3.1. Short Term Incentive (MBO Plan)

The short-term incentive provided for the Deputy CE O, in relation to the office held and the responsib ilities assigned, is determined by the Board of Directors, with the Deputy CEO abstaining, upon the proposal o f the Remuneration Committee and having heard the opi nion of the Board of Statutory Auditors.

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The Deputy CEO participates in the Company’s annual Management by Objectives (MBO) Plan, described in Section 3.2.1 of this Report, to which reference is made for an illustration of the performance obj ectives, operating criteria and governance.

The following table sets out the objectives assigne d to the Deputy CEO for 2026 and their respective weighting for the purposes of determining the short -term variable incentive:

2026 MBO Objectives

Objectives Layer Weight EBIT Group 40%

NET SALES Group 25%

NPF Group 25%

CSR Index Group 10%

3.1.3.2. Pay mix Deputy CEO The following illustrates the Deputy CEO’s pay mix in the event of target and maximum performance

achievement:

3.2. Executives with Strategic Responsibilities As at the date of this Report, the management posit ions classified as Executives with Strategic Responsibilities, as identified by the Board of Dir ectors in its resolution of 27 February 2026, are a s follows: 84% 16% Pay mix target

Deputy CEO

80% 20% Pay mix maximum

Deputy CEO

 Fixed Remuneration  Short -term Variable remuneration (MBO)  Long -term Variable incentives (LTI)

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• Chief Financial Officer 4 • Senior Executive Office • Chief HR, People Communications, Safety & General A ffairs Officer • Chief of Staff Officer • Chief Product Development & Innovation Officer • Chief Services & Parts Office The remuneration package for ESRSs includes a fixed annual component for the managerial relationship with the company, a short-term variable component a nd a medium-long term variable component. Non-

competition agreements and benefit may be provided based on the strategic and importance of the role held.

In addition, Executives with Strategic Responsibili ties are entitled to reimbursement of expenses incu rred in carrying out their duties.

3.2.1. Short-term incentive (MBO)

Nature, value and governance The Management by Objectives (MBO) Plan is an annua l variable incentive scheme designed to link a portion of management remuneration to the achieveme nt of the Group’s strategic and operational objectives. Each participant is allocated a nominal incentive value, determined on the basis of the st rategic importance of their role and the potential impact o n the Company’s results, in order to balance the fi xed and variable components of their remuneration.

Eligibility for the incentive is subject to the ach ievement of predetermined corporate objectives of particular importance to the Company, defined in ad vance by the relevant management department, submitted to the Remuneration Committee, approved b y the Board of Directors and verified retrospective ly by the Committee itself, in line with its superviso ry and control functions.

Objectives and link to performance The Plan is based on annual performance targets mea sured using clearly identifiable and quantifiable indicators of an economic, financial and/or operati onal nature, which vary from year to year depending on strategic priorities and the budget, and are assign ed to the Group’s management with different weightings according to their role and the target m arket.

Specifically, for the year 2026, the following obje ctives have been identified for first-line manageme nt;

these may apply at Group level or be tailored to sp ecific business areas , and are assigned and weighted according to specific functional responsibilities:

• EBIT (Earnings Before Interests and Taxes), this is a profit indicator that identifies operati ng results before financial charges and taxes are deducted (mi n. weighting 20%, max 40%);

4 Reference is made to Section 2.1 above with regard to the position of Chief Financial Officer.

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• BUSINESS MARGIN, a profitability indicator that measures the ability of the Company’s various business units to generate operating profit in rela tion to their respective revenues (weight: min. 30% ,

max. 40%);

• SALES , a business indicator that measures the consolidat ed revenues from the sale of products and services net of list price discounts (weight min 20 % max 25%);

• ORDER INTAKE, a business indicator that measures the total value of orders received by the Company over a given period, reflecting its commercial capa city and future business growth (weight: 20%);

• PRODUCT MIX , a business indicator indicating the target percen tage breakdown of incoming orders across the different materials (wood – glass – ston e – other materials) (min 20%, max 25%);

• NF P (Net Financial Position), a financial indicator that measures the Company’s n et debt, calculated as the difference between financial liabilities and cash and cash equivalents (weight: min. 10%, max.

25%);

• DSI (Days, Sales in Inventory), a financial indicator of the Company’s operational efficiency, which allows the calculation, in days, of the average tim e taken by the Company to convert its stock into sales (weight 25%);

• DSO (Days Sales Outstanding), a financial indicator of the Company’s operational efficiency that highlights the number of days on average taken by t he company to collect the amount outstanding from the sale (weighting 10%);

• CSR INDEX , an indicator that measures two key aspects of cor porate social responsibility: (i) environment: percentage reduction in tonnes of COH compared with the base year 2023; (ii) corporate culture and values: the organisation’s ability to p romote and embody its corporate culture and to foster leadership across the organisation. This obj ective accounts for 10% of the total for all recipients; The two sub-objectives each account for 50%.

For each target, a specific curve of expected perfo rmance and related payout level is defined, appropr iately calibrated according to the business challenges tha t the Company proposes for the year 2026 and the specific KPI.

Each curve has a threshold level, below which the c orresponding incentive amount is reduced to zero, a target level and a maximum level (cap), beyond whic h no further amounts are payable.

The incentive which can be paid for results falling between the target level and the cap is calculated by linear interpolation.

Accrual and payment of the incentive In the event of recruitment during the year, the an nual bonus is paid on a pro-rata basis according to the number of months the employee has actually been wit h the Group during the performance period, provided that the employment relationship is still in force on 31 December 2026. A minimum of nine months of service is required for entitlement to th e appropriate amount of bonus for the reference yea r.

The incentive is paid in the year following the yea r of accrual, based on performance and generally in April, following approval of the draft consolidated financ ial statements for that year, by the Board of Direc tors.

3.2.2. Long-term incentives (LTI Plan) On 14 March 2024, the Board of Directors approved t he 2024-2026 Incentive Plan, which is a pillar of t he

Page 36 of 62 Report on the 2026 Remuneration Policy and on the Remuneration Paid in 2025

Remuneration Policy as well as a key component of l ong-term engagement of the Group's key personnel.

The main features of the 2024-2026 Incentive Plan a re described below.

Objectives

The objectives of the LTI Plan are:

• to motivate the participants to achieve long-term r esults geared towards creating sustainable value over time;

• to align the interests of Management with those of the shareholders, taking into account the interests of the other stakeholders with relevance for the Group;

• to retain the loyalty of the Group’s Top Management , by introducing forms of remuneration designed to enhance the Group’s retention capabilit y;

• to improve the Group’s competitiveness in the labou r market, in order to attract the best talent.

Characteristics

The LTI Plan, with a three-year vesting period (202 4-2026) and an exclusively monetary composition, provides for mechanisms for the payment of cash bon uses according to terms, conditions and objectives defined in the relevant regulation, brought to the attention of the recipients through a clear and transparent communication process.

The incentive system is aimed at the first line of management and the participants are identified by t he Board of Directors, with exclusive regard to the pu rsuit of the Group’s interests and taking into acco unt the strategic relevance and potential of the role a nd any other useful elements.

The nominal value of each beneficiary’s participati on is expressed as a percentage of the fixed remuneration received, which will vary depending on the importance of their role.

The premium payable is subject to the achievement o f economic and financial objectives expressed in percentage points and for which there is an access threshold below which the corresponding premium share is zero, a target and a maximum. The final ca lculation and award of the incentive will vary depe nding on the extent to which each of the allocated target s has been reached, up to the pre-set cap, above wh ich no further amounts can be awarded (cap).

The Shareholders’ Meeting or the Board of Directors may renew the Plan or extend its duration for subsequent periods of three years, by making any am endments or changes necessary to adapt the Plan to the laws in force from time to time, or to the c hanging needs of the Group.

Reference Key Performance Indicators (KPI) - LTI

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The LTI Plan is based on three clearly identifiable and measurable KPIs. For each indicator, a three-y ear target is set, calculated as the average of the cor responding annual figures set out in the Company’s Three-Year Plan. Each objective has been assigned a specific percentage weight.

Target

(avg. 2024-26) Weight Incentive Curve EBITDA Margin 5 50%

Sales 6 25%

NIC/Sales 7 25%

Connection between performance and incentive Each of these targets has an entry threshold, a tar get and a cap, on the basis of which the attainment of results will be measured:

• If the entry threshold – equal to 80% of the attain ment of target – is not met, the bonus will not be paid for the individual KPI tied to that result;

• in the event that the target is achieved between 80 % and the target , 40% of the bonus corresponding to the target plus a maximum of 60 percentage point s, calculated by linear interpolation, will be

awarded;

• if the target is reached between the target and 120%, 100% of the bonus corresponding to the ta rget will be awarded, plus a maximum of 50 percentage po ints, calculated by linear interpolation;

• if the target is reached by more than 120% of the t arget, 150% of the bonus corresponding to the target (CAP) will still be awarded.

The performance conditions operate independently fr om each other, and beneficiaries have the right to receive the corresponding share of the bonus that m ay accrue in relation to each objective.

The right to payment of the final bonus is subject to the contract of employment being in force on the date on which the entitlement accrues, and also on the d ate of payout. It must also relate to the same role or

5 a profit indicator that highlights the Group’s inc ome based only on its operations without considerin g interest from financial management, taxes (fiscal management), depreciation of assets and amortisatio n. This target is measured through the average perc entage of the Group’s consolidated EBITDA in the

three-year period;

3 a financial indicator that measures the amount of r evenues posted during the accounting year, from the sale of goods or services. This KPI considers the Group’s consolidated average sales in the three-yea r period;

7 indicates the average ratio between the net invest ed capital and consolidated sales in the three-year period.

40% 100% 150% 150% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% 110% 120% 130% 140% 150% 160% 50 55 60 65 70 75 80 85 90 95 100 105 110 115 120 125 130 135 140 145 1 50 Payout (v target)

Performance Level

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position held on the date on which the proposal was accepted.

Without these conditions, the Board of Directors wi ll not quantify the final bonus due to the benefici ary, who will no longer be considered such.

The payout date is the same as the date on which th e beneficiaries are paid their salary for the first month after the month in which the Board of Directors app roved the consolidated financial statements for the last year of the three-year period.

A portion equal to 50% of the premium may be paid i n advance 8 – subject to discussion with the Remuneration Committee – up to one year before the payout date, provided that the payability criteria calculated over the first two years of the three-ye ar period are fully met and without prejudice to an y malus/claw back clause.

Figure 5 – LTI Plan Deferral Scheme

8 In the event that the relationship ends before the date of accrual of the right in the event of a Bad Leaver, Biesse will be entitled to withhold the amount paid as an advance from the accruals due to the Ben eficiary until the date of termination of the relat ionship or, in the event of incapacity, obtain its return.

2024

2025

2026

Vesting period

Performance Measurement

1/1/2024 – 31/12/2026

2027

Payout after one month Board of Directors approves the 2026 draft financia l statements

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Changes to the Regulations Paragraph 11.2 of the Regulations of the “Long-Term Incentive Plan 2024-2026” provides that in the cas e of: (i) extraordinary transactions in the Company’s share capital which are not expressly governed by the Regulations, such as mergers, spin-offs, reductions of share capital including those due to losses, pa id, free or cash increases in the Company’s capital off ered with or without option rights to shareholders, possibly also through contributions in kind; (ii) e vents of an extraordinary and/or non-recurring natu re and/or not attributable to the typical activity (su ch as, by way of example, acquisitions and/or dispo sals of shareholdings and/or business units), considered to be particularly significant, which entail a significant change in the perimeter of the Company and/or the Group; (iii) significant changes in the macroeconomic and/or competitive scenario, extraord inary events with a significant impact beyond the management’s control; (iv) changes in laws or regul ations; (v) other events likely to affect the Plan, the Board of Directors shall make any amendments and ad ditions to the Regulations, independently, after hearing the opinion of the Remuneration Committee, that it deems necessary or appropriate in order to adapt the Regulations to the changed situation, whi le keeping the substantial and economic contents of the Plan unchanged, as far as possible and within t he limits allowed by the legislation in force from time to time.

In these cases, the Board of Directors may among ot her things amend, supplement or reduce: (i) the amount of the Bonus; (ii) the objectives and/or any other terms and conditions of vesting of the Bonus provided for under the Plan.

3.2.3. Pay mix Executives with Strategic Responsibilities The average pay mix of Executives with Strategic Re sposibilitiesis shown below in the event of the achievement of the target and maximum performance:

The aggregate pay mix for ESRs shows only marginal changes compared with the previous year: +2% on the fixed component and -1% on the short- and mediu m-to-long-term variable components, due to adjustments to market benchmarks for the remunerati on of serving executives.

The target and maximum pay mix may vary during the period of validity of the Policy, it being understo od that the total weight of the variable target compon ent may not exceed 45% for ESRs.

62% 19% 19% Average values of the Pay Mix Target ESRs 54% 21% 25% Average values of the Pay Mix maximum ESRs  Fixed Remuneration  Short -term Variable remuneration (MBO)  Long -term Variable incentives (LTI)

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3.3. Remuneration of Board of Statutory Auditors The resolution passed by the Shareholders’ Meeting of the Biesse Group, dated 29 April 2024, establish ed the remuneration payable to the Board of Statutory Auditors, providing for a gross amount determined a s

follows:

• Chair: Euro 75,000 • Standing Auditors: Euro 50,000 plus the reimbursement of the cost of food and acco mmodation if they are physically present at the Company’s head office to carry out their duties.

In accordance with Article 2402 of the Italian Civi l Code, this compensation, which is not linked to t he company’s financial results, consists exclusively o f a fixed component that reflects the skills, professionalism and commitment of the Board members .

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3.4. Benefits

In addition to the fixed and variable components re ferred to above, the recipients of the Policy are e ntitled to the benefits listed in the table below.

These benefits will be adapted to the local context , taking into account the characteristics of the ma rket and the reference regulations.

Benefits Chairman and CEO Non -executive directors Executive with

Strategic

Responsibilities BOARD OF

STATUTORY

AUDITORS

Mixed-use company cars   Accidents policy  Healthcare policy  D&O policy     Supplementary pension  Supplementary healthcare  Forms of insurance cover  Free use of accommodation 

3.5. Other components

3.5.1. End-of-service indemnities and Non-compete agreemen ts

No agreements are currently in place with Directors or Executives with Strategic Responsibilities providing, ex ante, for the payment of predetermine d amounts in the event of future termination of the relationship.

Any such agreements may be entered into in complian ce with the applicable laws and collective and/or individual bargaining provisions applicable to each person concerned and, in any event, in accordance with the general rules set out below.

With regard to Directors, in the event of terminati on of office in the absence of just cause, where th e relevant conditions are met, an amount of up to a m aximum equal to the aggregate of the fixed and, whe re applicable, variable remuneration payable until the natural expiry date of the term of office may be a greed.

With regard to Executives with Strategic Responsibi lities, the provisions of the National Collective Bargaining Agreement for Companies Producing Goods and Services (Industrial Executives) apply. As at 1 September 2026, in the event of dismissal in the absence of just cause or justified reason, such provisions provide for a notice period (or payment in lieu thereof) ranging from 6 to 12 months depend ing on the employee’s length of service with the Compan y, and for additional compensation ranging from 4 to 24 months’ remuneration (also depending on the e mployee’s length of service with the Company), all calculated on the basis of the so-called “actual ov erall remuneration”. Any termination agreements wit h Executives with Strategic Responsibilities may prov ide for the payment of amounts within the limits se t out above.

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With regard to the effects of termination on incent ive plans, reference is made to the relevant sectio ns (respectively, Sections 3.2.1 and 3.2.2).

In addition, Biesse Group may enter into non-compet e or non-solicitation agreements with its Directors , Executives with Strategic Responsibilities, other e xecutives of the Company or other employees with specific skills or expertise, where deemed appropri ate in relation to the position or role held.

The agreement entered into between the parties prov ides for the obligation, upon termination of employment or office, not to engage in activities c ompeting with Biesse for a specified period of time and within expressly identified geographical areas. The restriction applies to the sector in which the Gro up operates and has a territorial scope that varies de pending on the position or role held by the individ ual beneficiary. Where provided for by applicable legis lation or by the agreements between the parties, th e restriction is remunerated by a cash payment determ ined in relation to the scope of the restriction undertaken, its territorial scope and duration.

3.5.2. Claw-back policy In accordance with Article 5 Recommendation 31 of t he Corporate Governance Code, contractual mechanisms are in place that allow the Company to c laim back all or part of any variable components already paid – also by means of a set-off against o ther claims – if those components were determined o n the basis of data subsequently found to be inaccura te or caused by fraud or gross negligence on the pa rt of the recipients. Likewise, no remuneration will b e paid to individuals who have behaved in breach of company, contractual or legal regulations, or in th e event of wilful or grossly negligent conduct to t he detriment of the Company.

REMUNERATION

PAID IN 2025

Section II – Part One

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Introduction

In accordance with the Issuers’ Regulation amended by Consob Deliberation No. 21263 of 10 December 2020, this section consists of two parts:

The first part gives an adequate, clear and correct representation of each component of the remunerati on paid in 2025, and, after the checks carried out by the Remuneration Committee, of the conformity of th ose components with the Remuneration Policy and Compens ation approved by the Shareholders’ Meeting of 29 April 2025.

It also indicates the performances rendered in 2025 , compared to the objectives set by the Company’s Board of Directors, which will determine the bonuse s payable in 2026.

Part Two gives details of the compensation paid in 2025 to the management and supervisory bodies and to Executives with Strategic Responsibilities, the variable bonuses accrued in relation to the incenti ve mechanisms in which they participate, indicated on an accrual basis, and details of their shareholding s in the Company and its subsidiaries.

The remuneration items reported are consistent with the Policy, valid for the 2025 year, resolved on i n 2025 by the Board of Directors and submitted to the binding vote of the Shareholders’ Meeting of 29 Ap ril 2025, which was approved with a favourable vote of 92% of the voting rights present or represented.

1. 2025 Implementation of the 2025 Remuneration Policy The following paragraphs give details of the compen sation paid in the reporting year (2025). An explanation of each item and further information ca n be found in the Tables in Part Two of this Sectio n II.

It should be noted that in its decision of 14 March 2024 the Board of Directors had identified Executi ves with Strategic Responsibilities as the holders of t he following roles, in addition to the Chief Execut ive Officer: Chief Financial Officer; Chief Strategy & Sustainable Development Officer, Chief Machines Pro duct Innovation & Development Officer, Chief Systems & P arts Officer, Chief EMEA-APAC Regions Officer.

Furthermore, on 28 October 2025, the Board of Direc tors identified a further ESRs in the role of Senio r Executive Officer. Data relating to the remuneratio n of Executives with Strategic Responsibilities, excluding the General Manager who also held the pos ition of Chief Executive Officer, are provided in aggregate form.

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In accordance with the Remuneration Policy in force for the 2025 financial year, the recipients were p aid the following items:

Positions Fixed Variable

Benefits Reimbursement

of expenses Employment

termination

indemnity MBO LTI

Executive directors

holding positions and

shareholders with

shareholdings over 5%    

Executive directors

holding positions      Non-executive directors  

Executives with

Strategic

Responsibilities      

1.1. Fixed Remuneration By resolution of 29 April 2024, the Shareholders' M eeting, following the renewal of corporate offices, set the number of members of the Board of Directors at seven and the total remuneration due to it at Euro 1,570,000 per annum (plus benefits), for each finan cial year in which the Board remained in office, to be distributed by the Board of Directors among its mem bers.

On the same date, the members of the Board of Statu tory Auditors were also appointed, and the total emoluments paid to its members were set at Euro 175 ,000 plus the reimbursement of expenses.

The total fixed remuneration due to the members of the administrative and supervisory bodies and to Executives with Strategic Responsibilities, paid in the financial year 2025, is shown in Table 1 and d epicted below.

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Non-executive directors

Non-executive Directors were paid, pro rata tempori s in relation to their term of office in the year 2 025, the fixed remuneration as determined by the Board of Di rectors on the basis of the total remuneration set by the Shareholders' Meeting of 29 April 2024 and indi cated by name in Table 1, while the additional remuneration set forth in the following tables and indicated by name in Table 1 was paid to the Chairm en and members of the Committees.

Control and Risks Committee Remuneration Committee Related Parties Committee Chairperson € 20,000 Chairperson € 18,300 Chairperson € 1,200 per

meeting (*)

Member € 10,000 Member € 9,800 Member € 1,000 per

meeting (*)

(*) maximum € 4,400 per year

Chairman of the Board of Directors (and Chief Execu tive Officer since 12 June 2025) The Chairman of the Board of Directors was paid the following compensation:

• Fixed remuneration under Article 2389(3) of the Ita lian Civil Code Euro 1,200,000.00

Chief Executive Officer  The Chief Executive Officer, who held office until 11 June 2025 and concurrently served as General Man ager until 13 June 2025, received the following remunera tion:

• Fixed remuneration under Article 2389(3) of the Ita lian Civil Code Euro 66,575.34 • Remuneration for the role of Executive Euro 395,172 .14 The fixed remuneration received by the Chief Execut ive Officer for the offices and positions held duri ng the year thus amounts to Euro 461,747.48, an amount that includes a non-competition agreement totallin g Euro 97,500.00.

Executives with Strategic Responsabilities  Executives with Strategic Responsibilities are paid a Gross Annual Salary as Executives of the Company .

Aggregated, this amounts to Euro 850,456.63 The amount shown relates to the remuneration actual ly paid during the financial year, in respect of th e period during which the executives were in service, taking into account any resignations and replacements that occurred.

The amounts relating to the compensation indicated above have been aggregated in the respective item in Table 1.

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BOARD OF STATUTORY AUDITORS

• Chair, remuneration under Article 2402 Italian Civi l Code Euro 75,000.00 • Standing Auditors, total compensation under Article 2402 of the Italian Civil Code Euro 100,000.00 Details of the remuneration paid to each Statutory Auditor in the year 2025 are shown in Table 1 - Par t Two of this Section II.

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EBIT

EBIT - LINES

FATTURATO

FATTURATO . LINES

BACKLOG - LINES

FIXED COSTS - LINES

FIXED COSTS - PRODUCT

DSI

CAPEX

PRODUCT MIX

PRODUCT MIX - LINES

CSR INDEX 10%

87%

118%

59% 96%

103%

59% 50%

111%

% achievement 1.2. Variable Remuneration The amounts paid in connection with short-term ince ntive systems or accrued in connection with the long-term incentive system are shown under the resp ective headings in Tables 1 and 3B.

1.2.1. Short-term incentive system (MBO) objectives In accordance with the 2025 Report on Remuneration Policy, approved by the Shareholders' Meeting of 29 April 2025, the MBO Plan for the Chief Executive Officer and Executives with Strategic Responsibili ties is structured around objectives of an economic-fina ncial and environmental sustainability nature.

For each objective, within the ranges defined in th e Policy, the threshold, target and maximum values for access have been defined, as well as the correspond ing pay scales and weightings, weighted according to specific functional responsibilities.

Final balance of the main objectives In 2025, the number of Executives with Strategic Re sponsibilities changed in such a way that the figur es for that year are not fully comparable with those o f the previous year. Specifically:

• two ESRs became eligible for the incentive, having participated in the MBO scheme for the entire

financial year;

• the additional ESRs present in the financial year a re not eligible because their length of service fal ls below the minimum requirement or because they have left the position;

• The two eligible ESRs are subject to both Group-wid e objectives and business -specific objectives , in line with the scope of responsibility assigned to t hem The following chart shows the extent to which the s hort-term targets assigned to the ESRs for which fi nal accounts have been drawn up have been met.

Page 49 of 62 Report on the 2026 Remuneration Policy and on the Remuneration Paid in 2025

The “Product Mix – Group” KPI recorded a target ach ievement rate of 0%, resulting in the relevant vari able component being set to zero.

The “Capex – Group” KPI recorded a completion rate of 163%. The corresponding variable component was determined by applying the maximum payout cap of 13 0%, as established in advance by the Remuneration Policy.

The “EBIT – Lines” KPI recorded a target achievemen t rate of 343%. The corresponding variable componen t was determined by applying the maximum payout cap o f 130%, as established in advance by the Remuneration Policy.

The amounts will be paid after the Board of Directo rs has approved the draft financial statements for 2025.

Final statement of the Chief Executive Officer The Chief Executive Officer, whose term of office r uns until 11 June 2026, was not awarded any amount under the MBO scheme, as he did not contribute to t he achievement of the required results for the minimum period of nine months.

Final statement of Executives with Strategic Respon sibilities Executives with Strategic Responsibilities receive a total of Euro 51,932.90. The weighted average tar get achievement level was 83.24%, including targets tha t resulted in zero payout, and the average payout l evel was 44.71%.

Aggregate value

Weighted average level of target achievement (MBO 2 025) 83.24% Weighted average level of payability 44.71% Total incentive paid to eligible ESR s € 51,932.90 Number of eligible ESR s 2 Total number of ESR s for the financial year 5

The weighted average level of achievement and payab ility is calculated by taking into account only tho se ESRs eligible for the incentive, as they are the so le recipients of the MBO accrued during the financi al year; it does not include the three executives who left the Company during the financial year without becoming entitled to the bonus.

When comparing the figures with those of the previo us financial year, it is important to bear in mind the different composition of the ESRs population and th e lower number of eligible beneficiaries, as descri bed above; these factors affect the aggregate averages compared with 2024.

Page 50 of 62 Report on the 2026 Remuneration Policy and on the Remuneration Paid in 2025

1.2.2. Long-term Incentive Scheme (LTI 2024-2026) - 2025 P rovision No long-term incentive payments were made during 20 25, as there was no provision for this in the curre nt Regulation, the Long-Term Incentive Plan 2024-2026.

The Company has determined the theoretical achievem ent of the targets identified in the Plan, calculat ed as the average of the actual 2024 and 2025 values a nd the forecasted values for the year 2026 compared to the average of the target values of the same and to set aside in the 2025 financial statements the portion pertaining to the year, represented in Tabl e 3B of Part Two of this Section II.

The determination of the actual percentage of achie vement of the targets and the exact quantification of the corresponding share of the bonus payable can on ly take place in 2027, based on the average achievement of the targets in the three-year period 2024-2026 compared to the target values.

Page 51 of 62 Report on the 2026 Remuneration Policy and on the Remuneration Paid in 2025

1.2.3. Proportion of fixed and variable components The information provided above gives an indication of the proportion between fixed and variable in the context of the total remuneration paid to the recip ients of the annual and multi-year incentive plans, for which the payments are illustrated in Table 1.

Please note that, as provided for in Section I of t he Report for the 2025 financial year, the compensa tion received by the Chairman of the Board of Directors consists only of the fixed component.

The representation considers the value accrued by w ay of MBO 2025 and the portion accrued by the LTI Plan 2024-2026, both at final value.

The pay mix shown relates to Executives with Strate gic Responsibilities who were in service for the en tire financial year and does not include managers who le ft or joined the company during the year.

The elements of the individual remuneration compone nts are illustrated in Table 1, with detailed information given in Table 3B.

The following representation allows an assessment o f the conformity of these elements with the Policy.

As is standard practice, the target values of the v ariable remuneration components have been shown:

78% 11% 11% Pay mix Executives with Strategic

Responsibilities (average)

60% 20% 20% Pay mix Executives with Strategic Responsibilities (average)  Fixed Remuneration  Short -term Variable remuneration (MBO)  Long -term Variable incentives (LTI)  Fixed Remuneration  Short -term Variable remuneration (MBO)  Long -term Variable incentives (LTI)

Page 52 of 62 Report on the 2026 Remuneration Policy and on the Remuneration Paid in 2025

1.3. Comparison Information The tables below give an illustration of the compar ison between the remuneration paid for each of the past 5 years against that for the previous year.

The changes have been determined on the basis of th e total compensation paid to each individual (for their respective roles).

Persons for whom the information in this section of the Report has been provided by

name

Director/Statutory Auditor (role) 2021 v 2020 2022 v 2021 2023 v 2022 2024 v 2023 2025 vs 2024

Roberto Selci

(Chairman of the Board of Directors – Chief Executive Officer since 12 June 2025) +17.51% 0% 0% +20.00% 0%

Massimo Potenza

(Chief Executive Officer/General Manager until 11 June 2025) 0% 0% 0% +68.83% 0%

Alessandra Baronciani

(Director) N/A 0% 0% +18.00% 0%

Rossella Schiavini

(Independent Member of the Board of Directors) N/A 0% 0% +18.00% 0%

Federica Ricceri

(Independent Member of the Board of Directors) N/A 0% 0% +18.00% 0%

Ferruccio Borsani

(Independent Member of the Board of Directors) N/A 0% 0% N/A 0%

Massimiliano Bruni

(Independent Member of the Board of Directors) N/A N/A N/A N/A 0%

Cristina Sgubin

(Independent Member of the Board of Directors) N/A N/A N/A N/A 0%

Giordano Salvatore

(Director) N/A N/A N/A N/A N/A Pier Giorgio Bedogni (Director) N/A N/A N/A N/A N/A Paolo De Mitri (Standing Auditor) 0% 0% 0% +13.64% 0%

Giovanni Ciurlo

(Standing Auditor) N/A 0% 0% +13.64% 0%

Benedetta Pinna

(Standing Auditor) N/A N/A N/A N/A 0%

Page 53 of 62 Report on the 2026 Remuneration Policy and on the Remuneration Paid in 2025

Executives with Strategic Responsibilities Executives with Strategic Respons ibilities 2022 v 2021 2023 v 2022 2023 v 2022 2024 v 2023 2025 vs 2024 +10.25% +3.05% +3.05% +3.85% +2.40% The percentage changes have been calculated with re ference to the fixed remuneration, variable short-

term (MBO) and medium-long term (LTI 2024-2026 Plan ); these last figures are considered at target valu e.

Employees other than the individuals whose remunera tion is indicated by name in this

Report

Biesse Employees 2021 v 2020 2022 v 2021 2023 v 2022 2024 v 2023 2025 vs 2024 € 35,518 € 39,614 € 43,830 € 43,998 € 43,741 The gross annual average remuneration has been calc ulated by considering the fixed remuneration, the MBO or the Performance bonus among the remuneration components paid in each reference year, depending on which role-based incentive system the employees belong to.

The average gross annual remuneration of employees in the 2025 financial year is approximately €250 lower than in 2024; This variation is attributable to the different proportion of the variable compone nt in the total remuneration taken into account for the p urposes of the calculation. Specifically, the propo rtion of variable pay actually paid out amounts to 2.43% of the total in 2025, compared with 4.53% in 2024.

Taken on its own, the fixed component shows an aver age increase of 1.6% year-on-year.

The calculation only considers the employees of Bie sse SpA, and not the Group’s entire workforce. As a multinational, the Group has other sites in the Ame ricas, Asia and Europe. The differences between the salaries paid in these countries and the remunerati on paid in Italy would not have given a correct representation of the average working conditions of the staff of Biesse Spa.

Annual change in the Company’s results Company performance 2021 v 2020 2022 v 2021 2023 v 2022 2024 v 2023 2025 vs 2024 Revenue + 28.2% +10.8% -4.6% -3.9% -12.2% Adjusted EBITDA +42.3% +13.7% -14.9% -23.5% -34.4%

EBIT +385.7% +39.7% -15.2% -38.3% -210.5%

Net profit/loss +1292.8% -11.40% -58.8% -70.0% -621 .9%

Page 54 of 62 Report on the 2026 Remuneration Policy and on the Remuneration Paid in 2025

1.4. Non-monetary benefits In line with the applicable national collective agr eement and company practice, non-monetary benefits were paid to the Chairman of the Board of Directors , the Chief Executive Officer and to Executives wit h Strategic Resposibilitiesduring 2025. The values of these benefits are shown in aggregate form in Tabl e 1.

1.5. Indemnity paid for early termination of the corpora te or employment relationship In 2025, following the early termination of his app ointment as Chief Executive Officer and General Manager, the Company paid Massimo Potenza a severan ce payment of €800,000.00, in accordance with the agreements in place.

1.6. Derogations to the Remuneration Policy and compensa tion paid During the financial year under review, the Company made use, on an exceptional basis, of three exemptions from the Remuneration Policy, adopted in accordance with the procedure set out in paragraph 1.6 of Section I of the Policy, in compli ance with the provisions of Legislative Decree No 4 9/2019 and applicable legislation.

The Remuneration Committee first verified whether t he exceptional circumstances set out in the Policy applied and, with the support of the Human Resource s Department, drew up the relevant proposals for derogations, which were subsequently submitted to t he Board of Directors for approval. The exemptions were adopted in close connection with the specific circumstances that led to their introduction and in the best interests of the Company, as well as in compli ance with the Procedure for Related-Party Transacti ons and Consob Regulation No. 17221/2010.

In particular, as an exception, a derogation was ma de from the 2025 Policy following the mutually agre ed termination of the CEO/GM’s contract, with an incen tive being granted as part of the agreements reache d between the parties. This measure, authorised by th e Board of Directors under the procedure for exceptional exemptions, was adopted in the Company’ s long-term interests, to ensure a smooth termination and to prevent potential disputes. It s hould be noted that the total amount paid does not deviate significantly from the criteria set out in the Policy (in terms of the number of months’ salar y and the remuneration components taken into account) and is consistent with market practice regarding the settlement of departures of similar senior executiv es.

The Company has also resolved to grant the incoming CFO an entry bonus, designed to facilitate his prompt assumption of office, as well as to recognis e, in accordance with standard practice, the length of service accrued during his previous employment with the Company for the purposes of calculating his severance pay, which is to be paid in the event of termination of employment without just cause. These exemptions were adopted with a view to ensuring the operational and decision-making continuity of this role, which, being crucial to the Company, cannot b e left vacant, in order to guarantee stable and uninterrupted governance.

Finally, the Board of Directors approved a one-off special bonus for the Chief HR, People Communicatio ns, Safety & General Affairs Officer (ESRs), by way of derogation from the 2025 Policy. This measure, subj ect to the achievement of specific pre-determined quali tative and quantitative targets, was adopted on an exceptional basis to compensate for the executive’s non-participation in the 2024–2026 LTI Plan (which was not permitted under the relevant Regulations du e to timing constraints) and to ensure an appropria te

Page 55 of 62 Report on the 2026 Remuneration Policy and on the Remuneration Paid in 2025

alignment between remuneration and performance, as well as to maintain an effective level of motivatio n and retention. This exemption was also approved in accordance with the prescribed procedure and is consistent with the principles of the Policy and wi th market practice in similar cases.

1.7. Ex-post adjustments of the variable remuneration co mponent The Company did not apply any ex-post adjustments s uch as malus or claw-back policies during 2025.

REMUNERATION

PAID IN 2025

Section II – Part Two

Page 57 of 62 Report on the 2026 Remuneration Policy and on t he Remuneration Paid in 2025 Table 1: Details of the remuneration received by me mbers of the management and supervisory bodies, gen eral managers and Executives with Strategic Responsibilities (in Euro s) Bonuses and other incentives Profit sharing Roberto Selci Chairman/Chief

Executive Officer

from 12 June 2025 from 01/01/2025 to 31/12/2025 2026

1,200,000.00₁ N/A N/A N/A 49,004.25₁ N/A 1,249,004.25 N/A N /A

160,000.00₁ N/A N/A N/A N/A N/A 160,000.00 N/A N/A

1,360,000.00 49,004.25 1,409,004.25 N/A

Massimo Potenza Chief Executive Officer until 11 June 2025 and General Manager until 13 June 2025 from 01/01/2025 to 11/06/2025 2026

524,133.34₁ N/A 634,800.00₁ N/A 3,804.56₁ N/A 1,162,737.9 0 N/A 800,000.00 ₁₉

N/A N/A N/A N/A N/A N/A N/A N/A N/A

524,133.34 634,800.00 3,804.56 1,162,737.90 800,000.00 Alessandra Baronciani Non-Executive Director from 01/01/2025 to 31/12/2025 2026

29,500.00₁ N/A N/A N/A N/A N/A 29,500.00 N/A N/A

N/A N/A N/A N/A N/A N/A N/A N/A N/A

29,500.00 29,500.00 N/A

Massimiliano Bruni Independent Director from 01/01/2025 to 07/07/2025 2023

15,194.52₁ 5,150.68₁ N/A N/A N/A N/A 10,163.93 N/A N/A

N/A N/A N/A N/A N/A N/A N/A N/A N/A

8,196.72 1,967.21 10,163.93 N/A

Federica Ricceri Independent Director from 01/01/2025 to 31/12/2025 2026

29,500.00₁ 28,300.00₁₁ N/A N/A N/A N/A 57,800.00 N/A N/A

N/A N/A N/A N/A N/A N/A N/A N/A N/A

29,500.00 28,300.00 57,800.00 N/A

Rossella Schiavini Independent Director from 01/01/2025 to 31/12/2025 2026

29,500.00₁ 34,200.00₁₁ N/A N/A N/A N/A 63,700.00 N/A N/A

N/A N/A N/A N/A N/A N/A N/A N/A N/A

29,500.00 34,200.00 63,700.00 N/A

Cristina Sgubin Independent Director from 01/01/2025 to 31/12/2025 2026

29,500.00₁ 4,000.00₁₁ N/A N/A N/A N/A 33,500.00 N/A N/A

N/A N/A N/A N/A N/A N/A N/A N/A N/A

29,500.00 4,000.00 33,500.00 N/A

Giordano Salvatore Non-Executive Director from 01/08/2025 to 31/12/2025 2026

12,365.75₁ N/A N/A N/A N/A N/A 12,365.75 N/A N/A

N/A N/A N/A N/A N/A N/A N/A N/A N/A

12,365.75 12,365.75 N/A

Pier Giorgio Bedogni Independent Director from 01/10/2025 to 31/12/2025 2026

7,435.62 ₂₂ N/A N/A N/A N/A N/A 7,435.62 N/A N/A

N/A N/A N/A N/A N/A N/A N/A N/A N/A

7,435.62 7,435.62 N/A Remuneration for the Company preparing the financia l statem ents Remuneration from subsidiaries and associates Total Remuneration for the Company preparing the financia l statem ents Remuneration from subsidiaries and associates

Total

Remuneration for the Company preparing the financia l statem ents Remuneration from subsidiaries and associates

Total Non-

monetary

benefits

(Euro) Other

remunera

tion

(Euro) Total (Euro) Termination or end-of- service benefits (Euro) BIESSE DIRECTORS Non-equity variable remuneration (Euro) Period in office during the year 2025 Full name Office Expiry of term of office: approval of the

financial statements

to 31/12 Fixed

remuneration

(Euro) Remuneration for

Committee

membership

(Euro) Fair value of

equity

remuneration

(Euro)

Remuneration for the Company preparing the financia l statem ents Remuneration for the Company preparing the financia l statem ents Remuneration from subsidiaries and associates Remuneration for the Company preparing the financia l statem ents Total

Total

Remuneration for the Company preparing the financia l statem ents Remuneration from subsidiaries and associates Total Remuneration for the Company preparing the financia l statem ents Remuneration from subsidiaries and associates

Total Total

Remuneration for the Company preparing the financia l statem ents Remuneration from subsidiaries and associates Remuneration from subsidiaries and associates Remuneration from subsidiaries and associates Total

Page 58 of 62 Report on the 2026 Remuneration Policy and on t he Remuneration Paid in 2025

Bonuses and other incentives Profit sharing Paolo De Mitri Chairperson from 01/01/2025 to 31/12/2025 2026

78,185.70₁₁ N/A N/A N/A N/A N/A 78,185.70 N/A N/A

N/A N/A N/A N/A N/A N/A N/A N/A N/A

78,185.70 78,185.70

Giovanni Ciurlo Standing Auditor from 01/01/2025 to 31/12/2025 2026

58,905.45₁₁ N/A N/A N/A N/A N/A 58,905.45 N/A N/A

N/A N/A N/A N/A N/A N/A 0.00 N/A N/A

58,905.45 58,905.45 N/A

Benedetta Pinna Standing Auditor from 01/01/2025 to 31/12/2025 2026

50,182.00₁₁ N/A N/A N/A N/A N/A 50,182.00 N/A N/A

N/A N/A N/A N/A N/A N/A N/A N/A N/A

50,182.00 50,182.00 N/A Remuneration for the Company preparing the financia l statements Remuneration from subsidiaries and associates Total Non-equity variable remuneration (Euro) Remuneration for the Company preparing the financia l statements Remuneration from subsidiaries and associates Non-

monetary

benefits

(Euro) Other

remunera

tion

(Euro) Total (Euro) STATUTORY AUD ITORS Fair value of

equity

remuneration

(Euro) Termination or end-of- service benefits (Euro) Full name Office Period in office during the year 2025 Expiry of term of office: approval of the

financial statements

to 31/12 Fixed

remuneration

(Euro) Remuneration for

Committee

membership

(Euro)

Total Total

Remuneration for the Company preparing the financia l statements Remuneration from subsidiaries and associates Bonuses and other incentives Profit sharing

897,850.71 ₁₅ N/A 476.873,45 N/A 24.185,13 20,000.00 ₂₁ 1.418.909,29 N/A 365,000.00 ₂₀

5,402.62 ₁₆ N/A 0,00 N/A 0,00 N/A 5.402,62 N/A N/A

903.254,23 476,873.45 ₁₇ 24,185.13 ₁₈ 20.000,00 1.424.311,91 N/A Total Fair value of

equity

remuneration

(Euro)

EXECUTIVES WITH STRATEGIC RESPONSIBILITIES

(AGGREGATED )

Remuneration for the Company preparing the financia l statements Remuneration from subsidiaries and associates Non-equity variable remuneration (Euro) Non-

monetary

benefits

(Euro) Other

remuneratio

n (Euro) Total (Euro) Termination or end-of- service benefits (Euro) Full name Office Period in office during the year 2024 Expiry of term of office: approval of the

financial statements

to 31/12 Fixed

remuneration

(Euro) Remuneration for

Committee

membership

(Euro)

(1) Remuneration for the office of Chairman of the B oard of Directors and for the office of Chief Execu tive Officer from 12 June 2025 (2) Value of fringe benefits (car, healthcare policy and accidents policy), shown according to the accr uals principle and taxability (3) Remuneration for the office of Chairman of the B oard of Directors of HSD S.p.A. and GMM S.p.A.

(4) Remuneration for the position of Chief Executive Officer until 11 June 2025 € 66,575.34 - Fixed rem uneration for the role of General Manager until 13 June 2025 € 457,558.00 (5) Value of fringe benefits (accommodation, life an d accidents policies), shown according to the accru als principle and taxability (6) Bonus from MBO and LTI (see columns “Bonus of th e year (€) - Payable/Paid and Deferred” and the col umn “Bonus for previous years (€) -Payable/Paid” an d notes. Table 3B (7) Remuneration for the office of Non-Executive Dir ector (8) Remuneration for the position of Independent Dir ector (9) Remuneration as member of the Control & Risk Com mittee (10) Remuneration as Chair of the Remuneration Commi ttee € 18,300.00 and as member of the Control and R isks Committee € 10,000.00 (11) Remuneration as Chair of the Control and Risks Committee € 20,000.00, Chair of the Related Parties Committee € 4,400.00 and as member of the Remunera tion Committee € 9,800.00 (12) Compensation as member of the Related Parties C ommittee (13) Remuneration for the position of Chairman, incl uding documented reimbursement of expenses (14) Remuneration for the position of Statutory Audi tor, including documented reimbursement of expenses (15) Fixed salaries from employment € 895,850.71 (16) Remuneration for positions on the Boards of Dir ectors of subsidiaries (17) Bonus from MBO and LTI (see columns “Bonus of t he year (€) - Payable/Paid and Deferred” and the co lumn “Bonus for previous years (€) -Payable/Paid” a nd notes. Table 3B (18) Value of fringe benefits (car, accommodation, l ife and accidents policies), shown according to the accruals principle and taxability (19) Total amount paid upon early termination of off ice and employment (20) Total amounts paid out, in accordance with comp any policy and the applicable collective agreements (21) A one-off payment made to facilitate the Chief Financial Officer’s prompt assumption of office (22) Remuneration for the position of Independent Di rector, payable in January 2026

Page 59 of 62 Report on the 2026 Remuneration Policy and on t he Remuneration Paid in 2025 Table 3A: Incentive plans based on financial instru ments other than stock options, or members of the m anagement board, general managers and other Executives with Strategi c Responsibilities

Financial

instruments

vested during

the year and not allocated Financial instruments for the year Full name Office Plan Number and

type of

financial

instruments Vesting period Number and

type of

financial

instruments Fair value at

the allocation

date Vesting period Market price at allocation Number and

type of

financial

instrument Number and

type of

financial

instruments Value at maturity date Fair value Massimo Potenza Chief Executive Officer and

General Manager

Remuneration for the Company preparing the financial statements N/A N/A N/A N/A N/A N/A N/A N/A N/A Remuneration from subsidiaries and associates N/A N/A N/A N/A N/A N/A N/A N/A N/A

Total N/A N/A N/A N/A N/A N/A N/A N/A N/A

Remuneration for the Company preparing the financial statements N/A N/A N/A N/A N/A N/A N/A N/A N/A Remuneration from subsidiaries and associates N/A N/A N/A N/A N/A N/A N/A N/A N/A Total N/A N/A N/A N/A N/A N/A N/A N/A N/A Executives with Strategic Responsibilities (in aggr egate form) Financial instruments allocated in previous years and non-

vested during the year Financial instruments allocated during the year Financial instruments vested during the year that can be

allocated

Page 60 of 62 Report on the 2026 Remuneration Policy and on t he Remuneration Paid in 2025 Table 3B: Monetary Incentive Plans for members of t he management board, the general managers and other Executives with

Strategic Responsibilities

Other bonuses

Full name Office Plan Payable/Paid Deferred Deferral per iod No longer payable Payable/Paid Still deferred Massimo Potenza Chief Executive Officer and

General Manager

Long-Term Incentive Plan 2024-

2026 of Biesse S.p.A. ₁N/A N/A N/A 583 800.00 ₃ N/A N/A N/A

MBO ₂ N/A N/A N/A N/A 51,000.00 ₄ N/A N/A

Rem uneration from subsidiaries and associates N/A N/A N/A N/A N/A N/A N/A Total 583.800,00 51.000,00 Long-Term Incentive Plan 2024-

2026 of Biesse S.p.A. ₁N/A 75,293.85 ₅ May 2027 ₆ 186,757.63 ₇ N/A 107,244.07 ₈ N/A

MBO ₂ 51,932.90 ₉ N/A N/A N/A 55,645.00 ₄ N/A N/A

Rem uneration from subsidiaries and associates N/A N/A N/A N/A N/A N/A N/A Total 51.932,90 75.293,85 186.757,63 55.645,00 107.244,07 Executives with Strategic Responsibilities (in aggregate form) Rem uneration for the Company preparing the financia l statements Rem uneration for the Company preparing the financial statements Bonus for the year Bonus for previous years (1) The Long-Term Incentive Plan 2024-2026 of Biesse S.p.A. is the current medium/long-term incentive p lan and provides for a cash bonus payment upon atta inment of the financial and performance targets set in the Plan.

(2) The MBO is the Biesse Group’s short-term incentive plan (3) The bonus amount is no longer payable under the 2024–2026 LTI Regulations, due to the termination o f employment prior to the Payout Date, resulting in the loss of entitlement to the payment.

(4) MBO for the year 2024, paid in 2025 (5) Share of the bonus pertaining to 2025 which can be paid at the end of the three years of the Plan, subject to checking that for each objective, the av erage results for the three-year period have been attained, compa red to the target values for the same period (6) The bonus will be paid at the same time as the p ayment of the salary for the first month after the approval by the Board of the consolidated financial statements on 31 December 2026 (7) Portion of the Bonus non longer due pursuant to the 2024-2026 LTI Regulations relating to Key Manageme nt Personnel whose employment relationship terminat ed before the Payout Date, with the consequent loss of the entitlement to benefits.

(8) Share of the bonus pertaining to 2024 which can be paid at the end of the three years of the Plan, subject to checking that for each objective, the av erage results averages of the three-year period compared to the t arget values of the same period, net of the portion s set aside as at 31.12.2024 with reference to Key Management Personnel terminated in 2025 (9) MBO for the year 2025, paid in 2026

Page 61 of 62 Report on the 2026 Remuneration Policy and on the Remuneration Paid in 2025

Information on shareholdings in the Company and sub sidiaries of members of the administrative and supervisory bodies, general mana gers, other Executives with Strategic Responsibilities and their close relative s

Shareholdings in the Company and subsidiaries of me mbers of the administrative and supervisory bodies, general managers and their close relatives at 31/12 /2025:

No. of shares

held directly

and indirectly

as at

31/12/2024 No. of shares sold in 2025 No. of shares

purchased in

2025 No. of shares

held directly

and indirectly

as at

31/12/2025 % of share

capital

Roberto Selci 0 0 0.00% Chairperson Giordano Salvatore 1,300 / / 1,300 0.00% Non-executive director Alessandra Baronciani 0 0 0.00% Non-executive director Rossella Schiavini 0 0 0.00% Lead independent Director Pier Giorgio Bedogni 0 0 0.00% Independent Director Federica Ricceri 0 0 0.00% Independent Director Cristina Sgubin 0 0 0.00% Independent Director Paolo De Mitri 0 0 0.00% Chairman of the Board of Statutory

Auditors

Giovanni Ciurlo 0 0 0.00%

Standing Auditor

Benedetta Pinna 0 0 0.00%

Standing Auditor

Directors terminated during the

financial year

Massimo Potenza 4,400 / 2,700 7,100 held as at 12 June 2025 Chief Executive Officer Massimiliano Bruni 0 0 held as at 8 July 2025 Independent Director

Page 62 of 62 Report on the 2026 Remuneration Policy and on the Remuneration Paid in 2025

Shareholdings held in the Company and subsidiaries by other Executives with Strategic Ressponsibilities and by close relatives

With reference to other Executives with Strategic R esponsibilities and their close family members, the re are no further shareholdings in addition to those already reported by Mr Massimo Potenza.