REPORT ON THE REMUNERATION POLICY
AND COMPENSATION PAID
Second Section
(Prepared pursuant to Article 123 -ter of Italian Legislative Decree No. 58/98, as subsequently amended, and Article 84 -quater of CONSOB Regulation 11971/99 )
THE ITALIAN SEA GROUP S.P.A.
www.theitalianseagroup.com
Approved by the Board of Directors on 31 July 2026
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3 Contents
GLOSSARY ................................ ................................ ................................ ................................ ......................... 4 INTRODUCTION ................................ ................................ ................................ ................................ .................. 6 SECTION II: REMUNERATION PAID ................................ ................................ ................................ .................... 7 1. Part I: Items that make up the remuneration ................................ ................................ ................................ ..... 7 1.1 Remuneration of the members of the management and control bodies ................................ .................... 7 1.2 Directors vested with specific duties ................................ ................................ ................................ ............ 8 1.3 Remuneration of Key Management Personnel ................................ ................................ ........................... 8 1.4 General managers' remuneration ................................ ................................ ................................ .............. 10 1.5 Severance pay ................................ ................................ ................................ ................................ ............... 10 1.6 Applications of the exceptions provided for by the remuneration policy ................................ ............... 10 1.7 Information on the application of ex post correction mechanisms for the variable remuneration component ................................ ................................ ................................ ................................ .................... 10 1.8 Comparative information ................................ ................................ ................................ ........................... 11 1.9 Information on how the Company has taken into account the vote expressed by the Shareholders' Meeting on 22 April 2025 on the second section of the report on remuneration policy and remuneration paid ................................ ................................ ................................ ................................ ...... 13 2. Part II: Analytical representation of the remuneration paid during the Financial Year ............................... 14 2.1 TABLE 1: Remuneration paid to the members of the management and control bodies, general managers and other Key Management Personnel ................................ ................................ .................... 14 2.2 TABLE 2: Stock options assigned to members of the Board of Directors, general managers and other Key Management Personnel ................................ ................................ ................................ ...................... 17 2.3 TABLE 3: Incentive plans for members of the Board of Directors, general managers and other Key Management Personnel ................................ ................................ ................................ .............................. 18 3. Investments held, in the Company and its subsidiaries, by members of the management and control bodies, by general managers and by other Key Management Personnel, as well as by non -legally separated spouses and minor children, directly or indirectly ................................ ................................ ................................ ......... 19 3.1 Table 1: Investments held by members of the management and control bodies and general managers ................................ ................................ ................................ ................................ ................................ ...... 19 3.2 Table 2: Investments held by other Key Management Personnel ................................ ........................... 19
4 GLOSSARY
Chief Executive Officer means the director of the Issuer to whom management powers have been delegated from time to time.
Shareholders' Meeting means the Shareholders' Meeting of TISG.
Shareholders means the shareholders of TISG.
Borsa Italiana means Borsa Italiana S.p.A., with its registered office at Piazza Affari no. 6, Milan.
Code or CG Code means the Italian Corporate Governance Code of listed companies approved in January 2020 by the Corporate Governance Committee and promoted by Borsa Italiana, ABI, Ania, Assogestioni, Assonime and Confindustria available on the website www.borsaitaliana.it, in the section “Borsa Italiana – Rules – Corporate Governance”, to which the Company adheres.
Italian Civil Code means the Italian Civil Code as approved by Royal Decree No. 262 of 16 March 1942, as subsequently amended.
Board of Statutory Auditors means the Board of Statutory Auditors of TISG.
Appointments and
Remuneration
Committee means TISG's appointments and remuneration committee set up to implement the recommendations of the Italian Corporate Governance Code.
Board or Board of Directors means the Board of Directors of TISG.
CONSOB means Commissione Nazionale per le Società e la Borsa (Italian National Authority for Companies and the Stock Exchange), with offices in Rome, Via G.B. Martini no. 3.
Report Date means 31 July 2026, the date on which this Report – as defined below – was approved by the Board of Directors.
Key Management
Personnel means the executives referred to in Article 65(1 -quater ), of the Issuers' Regulation, as may be identified by the Board of Directors.
Financial Year means the financial year ending 31 December 2025 to which the Report refers.
Group means TISG and its subsidiaries within the meaning of Article 93 of the Italian Consolidated Law on Finance that fall within its scope of consolidation.
Instructions to the Stock Exchange Rules means the Instructions to the Rules for markets organised and managed by Borsa Italiana.
Remuneration Policy or Policy means the first section of the report on the remuneration policy and compensation paid, approved by the Shareholders' Meeting of 1 July 2024, which illustrates (i) the Company's and the Group's policy on the remuneration of the members of the Board of Directors, Key Management Personnel and, without prejudice to the provisions of Article 2402 of the Italian Civil Code, the members of the Board of Statutory Auditors; and (ii) the functions involved and the procedures used for its preparation, approval and review, as well as its duration.
5 Chair means the Chair of the Issuer's Board of Directors identified, from time to time, by the Shareholders' Meeting or the Board of Directors pursuant to Article 15.1 of the By -laws.
Issuers' Regulation or IR means the Regulation issued by CONSOB under resolution No. 11971/1999 (as subsequently amended) regarding issuers.
Report means this second section of the report on the remuneration policy and compensation paid that companies are required to draft pursuant to Article 123-ter of the Italian Consolidated Law on Finance and Article 84 -quater of the IR.
By-laws refers to the TISG By -laws in force as of the Report Date and available on the Company’s website https://investor.theitalianseagroup.com/ , in the “Corporate Governance ”/”Documents, Policies and Procedures ” section.
TISG or the Company or the Issuer means The Italian Sea Group S.p.A., with registered office in Marina di Carrara, Carrara (Massa -Carrara), Viale Cristoforo Colombo, No. 4 -bis, share capital of Euro 26,500,000, tax code and VAT No. 00096320452, Economic and Administrative Index (REA) No. 65218.
Italian Consolidated
Law on Finance or Consolidated Law means Italian Legislative Decree No. 58 of 24 February 1998 (the Italian Consolidated Law on Finance), as subsequently amended.
6 INTRODUCTION
This Report has been prepared pursuant to Article (i) 123-ter of the Italian Consolidated Law on Finance; (ii) 84-quater of the Issuers' Regulation and its Annex 3A, schedule No. 7 -bis and 7 -ter; and (iii) 5 of the CG Code.
In view of the fact that the Remuneration Policy approved by the Shareholders' Meeting of 1 July 2024 has a three -year duration and that it was not intended to submit to the Shareholders' Meeting a modification of the Policy itself (pursuant to Article 123 -ter (3-bis), of the Italian Consolidated Law on Finance), this document consists exclusively of the second section, to be submitted to the non -binding vote of the Shareholders' Meeting, containing the information envisaged by Article 123 -ter (4), of the Italian Consolidated Law on Finance.
Pursuant to Article 123 -ter (4), of the Italian Consolidated Law on Finance, the second section of the report on the remuneration policy and compensation paid lists the compensation actually paid during the previous year to members of the management and control bodies and the Key Ma nagement Personnel, and illustrates by name, for the members of the management and control bodies, the general managers and the Key Management Personnel, the items that make up the remuneration, including the treatment provided in the event of termination of office or termination of employment, highlighting its consistency with the Company's remuneration policy for the financial year in question. It also illustrates the remuneration paid in the reference year for any reason and in any form by the Company an d by subsidiaries or associates, reporting any components of the aforementioned fees that refer to activities carried out in years prior to the reference year and also highlighting the remuneration to be paid in one or more subsequent years for the activit y carried out in the reference year, and indicating an estimated value for any components that cannot be objectively quantified in the reference year.
Pursuant to Article 84 -quater (4), of the Issuers' Regulation, any shareholdings held in the Company and its subsidiaries, by the members of the management and control bodies, by the general managers and by other Key Management Personnel, as well as by non -legally separated spouses an d minor children, directly or through subsidiaries, trust companies or third parties, resulting from the shareholders' register, from the communications received and from other information acquired by said members of the management and control bodies, by t he general managers and by Key Management Personnel, are attached to this Report.
The text of this Report is made available to the public, in accordance with the law, at the Company's registered office, on the Company's website at http://www.theitalianseagroup.com/ , section “ Corporate Governance ”/“Shareholders' Meeting ”, and on the authorised storage mechanism “eMarket Storage” at www.emarketstorage.com.
7 SECTION II: REMUNERATION PAID
This section is divided into two parts and, in a clear and understandable way, by name, for the members of the management and control bodies, the general managers and the Key Management Personnel:
(i) the first part provides an adequate representation of each of the items that make up the remuneration, including the treatment envisaged in the event of leaving office or termination of employment, highlighting its consistency with the Company's policy on remuneration for the Financial Year;
(ii) the second part analytically illustrates the remuneration paid in the reference year for any reason and in any form by the Company and by subsidiaries or associates, reporting any components of the aforementioned fees that refer to activities carried out i n years prior to the reference year and also highlighting the remuneration to be paid in one or more subsequent years for the activity carried out in the Year, indicating an estimated value for any components that cannot be objectively quantified in the Ye ar.
1. Part I: Items that make up the remuneration The first part of this Report provides an adequate representation of the items that make up the remuneration paid to the members of the management and control bodies, general managers and other Key Management Personnel.
During the Financial Year, the remuneration was paid in accordance with the principles, objectives and purposes indicated in the Remuneration Policy.
In particular, the allocation of remuneration pursues the long -term interests and sustainability of the Company and the Group, as outlined in the Remuneration Policy, in line with the need to attract, retain and motivate highly skilled personnel.
1.1 Remuneration of the members of the management and control bodies
Fixed remuneration
On 1 July 2024, the Issuer's Shareholders' Meeting resolved to allocate to the entire Board of Directors a gross annual remuneration of Euro 135,000. On 4 July 2024, the Board of Directors resolved to distribute the gross annual compensation by assigning t o each of the directors an all -inclusive gross annual compensation of Euro 15,000. In addition, at the same meeting, the Board of Directors also resolved to allocate to each of the directors – Antonella Alfonsi, Laura Angela Tadini and Fulvia Tesio – an al l-inclusive gross annual compensation of Euro 5,000 for participation in the Appointments and Remuneration Committee, in addition to an all -inclusive gross annual compensation of Euro 5,000 for participation in the Audit, Risk and Sustainability Committee.
With reference to the Board of Directors in office until 1 July 2024, it should be noted that said board resolved to divide the total compensation resolved upon by the Shareholders' Meeting of 27 April 2023, equal to Euro 105,000, allocating to each of the directors an all -inclusive gross annual compensation of Euro 15,000.
On 27 April 2023, the Issuer's Shareholders' Meeting, at the time of the appointment of the control body, resolved to assign a gross annual compensation of (i) Euro 13,500 to the Chair of the Board of Statutory Auditors, and (ii) Euro 9,000 to each standing statutory auditor.
8 Variable remuneration Without prejudice to the matters described below with respect to the incentive and retention plan, no variable remuneration or incentive plans based on financial instruments are envisaged for members of the Board of Directors and the Board of Statutory Aud itors.
Non-monetary benefits
With reference to all directors and members of the Board of Statutory Auditors, the Company has taken out an insurance policy covering the civil liability of directors and executives (so -called D&O, Directors’ and Officers’ Liability Insurance).
The non -monetary benefits paid to the Company's Chair, Chief Executive Officer and Deputy Chair of the Board of Directors include the use of company cars and mobile phones, as well as, at the Company's sole expense, all appropriate insurance policies to co ver the civil liability of directors and executives, including prospectus liability.
The members of the Board of Directors are also identified as possible assignees of the options deriving from the incentive and loyalty plan called "Long Term Incentive Plan 2027 -2029", which was approved by the Shareholders' Meeting on 1 July 2024. Accordi ng to the plan, a maximum of 1,590,000 options may be granted to the beneficiaries within three years from the date of approval of the regulations governing the plan, and these may be exercised, once certain vesting conditions have been fulfilled, during t he exercise periods established for each beneficiary by the Board of Directors. The average vesting period shall be three years. In particular, this solution was considered the most suitable for achieving the incentive and retention objectives pursued by the plan, in line with what is envisaged by the Company's business plan.
The ratio between the number of options allocated to the individual beneficiary and the total remuneration received by them differs according to the role, responsibilities, skills and strategic importance of individual beneficiaries. The exercise of the op tions is subject to the verification by the Board of Directors of the fulfilment of the following vesting conditions, considered jointly: (i) the continuation of the relationship; (ii) the achievement of financial performance (revenue, EBITDA, backlog ) and sustainability (ESG) targets.
The average weighting of the variable remuneration component as compared to the fixed component for all beneficiaries is 20 -30%.
1.2 Directors vested with specific duties
Fixed remuneration
The Board of Directors of 10 May 2023, after receiving the favourable opinion of the Appointments and Remuneration Committee and the Board of Statutory Auditors, resolved to allocate to the Chief Executive Officer a gross annual compensation of Euro 635,00 0 (in addition to the compensation of Euro 15,000 for the office of director).
Variable remuneration
No variable component is paid to directors with specific duties as such.
1.3 Remuneration of Key Management Personnel Note that in the Financial Year the Company identified 5 Key Management Personnel.
In accordance with the Remuneration Policy, the remuneration of Key Management Personnel consists of:
9 (i) a fixed annual remuneration determined on the basis of the role and responsibilities assigned, considering the remuneration positioning in the context of national and international executive market benchmarks for roles of a similar level of responsibility and managerial complexity;
(ii) a variable component of compensation linked (a) to the achievement of commercial/corporate results in each single reference year, or (b) to the managerial contribution made with reference to a specific corporate project.
Fixed remuneration
Key Management Personnel have received the fixed portion of the remuneration determined by their employment contracts, including fees due pursuant to the applicable legal and contractual provisions (holidays, travel allowance, etc.).
Variable remuneration
[During the Financial Year, the Company's Key Management Personnel were assigned MBO (management by objectives) objectives structured according to criteria of specificity, measurability, achievability, relevance and timescale, in order to ensure that indiv idual performance is aligned with the company's strategic objectives.
The MBO objectives were based on quantitative and qualitative parameters, articulated as follows:
➢ Quantitative parameters :
➢ compliance with deadlines in the key phases of the production process, with particular reference to the progression of the processes, including the phases of preparation, launch and delivery of the units;
➢ product quality with the introduction of specific requirements aimed at ensuring the maintenance of company quality standards and compliance with customer expectations;
➢ Qualitative parameters based on assessment of leadership style, capacity for innovation and problem solving , adherence to company values and capacity for cross -departmental integration.
This approach to variable remuneration aims to encourage the continuous improvement of company performance, while guaranteeing a high level of quality, compliance with the deadlines agreed with stakeholders, and organisational efficiency within the shipyar d.] With reference to the remuneration paid to Key Management Personnel during the Financial Year, please refer to Table 1 below.
Non-monetary benefits
All Key Management Personnel are also assigned the following benefits : company car, mobile phone and an insurance policy covering the civil liability of directors and executives, including prospectus liability.
Some Key Management Personnel also fall within the scope of the assignees of the options deriving from the incentive and loyalty plan called “Long Term Incentive Plan 2027 -2029” approved by the Shareholders' Meeting on 1 July 2024.
In this regard, please refer to the description in Paragraph 1.1.
10 1.4 General managers' remuneration The Company did not formally appoint general managers during the Financial Year.
1.5 Severance pay During the Financial Year, no severance pay and/or other benefits for termination of employment were allocated to directors or Key Management Personnel.
1.6 Applications of the exceptions provided for by the remuneration policy During the Financial Year, there were no cases of exceptions to the remuneration policy relating to the Financial Year.
1.7 Information on the application of ex post correction mechanisms for the variable remuneration
component
During the Financial Year, the Company did not apply subsequent correction mechanisms to the variable remuneration component.
11 1.8 Comparative information Shown below is the comparative information for the last five financial years, showing the annual change:
(i) in the total remuneration of each of the subjects for whom the information referred to in this Report is provided by name;
(ii) in the results of the Company and the Group;
(iii) in the average gross annual remuneration, based on full -time employees, of employees other than those whose remuneration is represented by name in this Report.
Board of Directors
Financial
Year 2021 Financial Year 2022 Financial Year 2023 Financial Year 2024 Financial
Year 2025
Filippo Menchelli Chair 45,000.00 45,000.00 45,000.00 25,520.00 15,000.00 % change NR 0.00% 0.00% -43.3% -41.2%
Giovanni
Costantino Chief Executive Officer 650,000.00 650,000.00 650,000.00 650,000.00 650,000.00 % change NR 0.00% 0.00% 0.00% 0.00% Marco Carniani Deputy Chair - - 12,419.35 15,000.00 15,000.00 % change - - NR 20.8% 0.00%
Gianmaria
Costantino Director - 2,701.61 15,000.00 15,000.00 15,000.00 % change - NR 455.2% 0.00% 0.00% Antonella Alfonsi Independent Director 15,000.00 15,000.00 15,000.00 20,000.00 25,000.00 % change NR 0.00% 0.00% 33.3% 25.0%
Laura Angela
Tadini Independent
Director - - 10,000.00 20,000.00 25,000.00 % change - - NR 100.0% 25.0% Fulvia Tesio Independent Director 15,000.00 15,000.00 15,000.00 20,000.00 25,000.00 % change NR 0.00% 0.00% 33.3% 25.0%
12 Board of Statutory Auditors
Financial
Year 2021 Financial Year 2022 Financial Year 2023 Financial Year 2024 Financial
Year 2025
Alfredo
Pascolin Chair - - 9,000.00 13,500.00 13,500.00 % change - - NR 50.0% 0.00% Felice Simbolo Standing Statutory Auditor 13,500.00 13,500.00 10,500.00 9,000.00 8,000.00 % change NR 0.00% -22.2% -14.3% -11.1%
Barbara
Bortolotti Standing Statutory Auditor 9,000.00 9,000.00 9,000.00 9,000.00 9,000.00 % change NR 0.00% 0.00% 0.00% 0.00%
Roberto
Scialdone Alternate Auditor - - - - -
% change - - - - -
Sofia Rampolla Alternate Auditor - - - - -
% change - - - - -
Key Management Personnel
Financial
Year 2021 Financial Year 2022 Financial Year 2023 Financial Year 2024 Financial
Year 2025
Filippo Menchelli 228,344.97 281,184.97 299,379.33 209,114.67 227,500.00 % change NR 23.1% 6.5% -30.2% 8.8% Salvatore Greco (left on 30/06/2024) 149,999.97 194,102.90 144,501.60 89,763.20 -
% change NR 29.4% -25.6% -37.9% -
Marco Carniani 144,067.93 160,000.00 87,742.35 129,333.32 143,666.64 € % change NR 11.1% -45.2% 47.4% 11.1% Marco Figara 118,402.00 135,592.32 161,076.58 225,005.00 250,000.00 € % change NR 14.5% 18.8% 39.7% 11.1% Andrea Bigagli 103,861.41 185,005.00 155,000.00 150,000.00 160,485.00 € % change NR 78.1% -16.2% -3.2% 6.99% Giulio Pennacchio (left on 7 July 2025) 291,644.00 310,500.02 430,450.00 258,710.00 247,014.00 € % change NR 6.5% 38.6% -39.9% -4.52%
Company results (in thousands of Euros)
Financial Year
2021 Financial Year 2022 Financial Year 2023 Financial Year 2024 Financial Year
2025
Revenues 185,556 294,684 363,461 405,481 302,085 % change NR 58.8% 23.3% 11.6% -25.5%
EBITDA 27,954 47,100 61,203 69,706 (94,740)
% change NR 68.5% 29.9% 13.9% n.m.
EBITDA margin 15% 15.9% 16.8% 17.2% n.m.
Profit (loss) for the financial year 16,322 24,247 36,682 32,309 (157,773) % change NR 48.6% 51.3% -11.9% n.m.
13 Group results (in thousands of Euros)
Financial Year
2021 Financial Year 2022 Financial Year 2023 Financial Year 2024 Financial Year
2025
Revenues 185,556 294,684 364,458 404,436 282,200 % change NR 58.8% 23.7% 11.0% -30.2%
EBITDA 27,954 47,084 61,979 70,347 (99,175)
% change NR 68.4% 31.6% 13.5% n.m.
EBITDA margin 15% 15.9% 17% 17.4% n.m.
Profit (loss) for the financial year 16,322 24,046 36,911 33,894 (169,537) % change NR 47.3% 53.5% -8.2% n.m.
Financial Year
2021 Financial Year 2022 Financial Year 2023 Financial Year 2024 Financial Year
2025
Average remuneration on an equivalent basis of full -time employees 36,696.48 35,726.88 37,529.76 39,292.10 42,355.44 % change NR -2.6% 5.0% 4.7% 7.8%
1.9 Information on how the Company has taken into account the vote expressed by the Shareholders' Meeting on 22 April 2025 on the second section of the report on remuneration policy and
remuneration paid
The Board of Directors and the Appointments and Remuneration Committee have taken into account the favourable vote (by a majority of 90.408% of the participants in the vote) expressed by the Shareholders' Meeting on 22 April 2025 on the second section of t he report on remuneration policy and remuneration paid.
** ** ** The remunerations referred to in this Report have been determined in accordance with the Remuneration Policy.
For more details on remuneration, please refer to the tables below.
14 2. Part II: Analytical representation of the remuneration paid during the Financial Year 2.1 TABLE 1: Remuneration paid to the members of the management and control bodies, general managers and other Key Management Per sonnel Remuneration paid to the members of the management and control bodies
(A) (B) (C) (D) (1) (2) (3) (4) (5) (6) (7) (8)
Name and
Surname Office Period for which the office was held Expiry of office Fixed remuneration Remuneration for
participation in
committees Non-equity variable
remuneration Non-
monetary
benefits Other fees Total Fair Value
of equity
compensat
ion Severance
pay Bonuses and
other
incentives Profit sharing
Filippo
Menchelli 1 a) Chair of the Board of Directors 01/01/2025 -
31/12/25 Approval of
financial statements
as at 31/12/25 80,000.00 € - 57,500.00 € - - 90,000.00 € 227,500.00 € - -
b) Director
Marco
Carniani 2 Deputy Chair of the Board of Directors 01/01/2025 -
31/12/25 Approval of
financial statements
as at 31/12/25 100,000.00 € - 28,666.64 € - - 15,000.00 € 143,666.64 € - -
Giovanni
Costantino Chief Executive Officer 01/01/2025 -
31/12/25 Approval of
financial statements
as at 31/12/25 650,000.00 € - - - - -
650,000.00 € - -
Gianmaria
Costantino 3 Director 01/01/2025 -
31/12/25 Approval of
financial statements
as at 31/12/25 99,500.00 € - - - - 15,000.00 € 114,500.00 € - -
Antonella
Alfonsi Director
01/01/2025 -
31/12/25 Approval of
financial statements
as at 31/12/25 25,000.00 € - - - - - 25,000.00 € - - Member of the Appointments
and Remuneration
Committee
Chair of the Risk and
Sustainability Committee
Chair of the Related Party
Transactions Committee
Fulvia Tesio Director
01/01/2025 -
31/12/25 Approval of
financial statements
as at 31/12/25 25,000.00 € - - - - - 25,000.00 € - - Chair of the Appointments
and Remuneration
Committee
Member of the Audit, Risk
and Sustainability
Committee
Member of the Related Party
Transactions Committee
Laura Angela
Tadini Director
01/01/2025 -
31/12/25 Approval of
financial statements
as at 31/12/25 24,999.96 €
- - - - - 24,999.96 €
- - Member of the Audit, Risk
and Sustainability
Committee
Member of the Appointments
and Remuneration
Committee
15 (A) (B) (C) (D) (1) (2) (3) (4) (5) (6) (7) (8)
Name and
Surname Office Period for which the office was held Expiry of office Fixed remuneration Remuneration for
participation in
committees Non-equity variable
remuneration Non-
monetary
benefits Other fees Total Fair Value
of equity
compensat
ion Severance
pay Bonuses and
other
incentives Profit sharing
Alfredo
Pascolin Chair of the Board of Statutory Auditors 01/01/2025 -
31/12/25 Approval of
financial statements
as at 31/12/25 13,500.00 € - - - - - 13,500.00 € - -
Felice Simbolo Standing Statutory Auditor 01/01/2025 -
31/12/25 Approval of
financial statements
as at 31/12/25 8,000.00 € - - - - - 8,000.00 € - -
Barbara
Bortolotti Standing Statutory Auditor 01/01/2025 -
31/12/25 Approval of
financial statements
as at 31/12/25 9,000.00 € - - - - - 9,000.00 € - -
(I) Remuneration within the company drafting the financial statements 1,034,999.96 € - 86,166.64 € - - - 1,241,166.60 € - -
(II) Compensation from subsidiaries and associates - - - - - - - - -
(III) Total 1,034,999.96 € - 86,166.64 € - - - 1,241,166.60 € - -
1 Breakdown of Filippo Menchelli’s Fixed Remuneration: Euro 15,000.00 for serving as Director/Chair of the Board of Directors and Euro 80,000 .00 as a TISG employee 2 Breakdown of Marco Carniani's Fixed Remuneration: Euro 15,000.00 for serving as a Director and Euro 100,000.00 as a TISG employee 3 Breakdown of Gianmaria Costantino's Fixed Remuneration: Euro 15,000.00 for serving as a Director and Euro 99,500.00 as a TISG employee
16 Remuneration paid to Key Management Personnel
(A) (B) (C) (D) (1) (2) (3) (4) (5) (6) (7) (8)
Name and
Surname Office Period for which the office was held Expiry of office Fixed
remuneration Remuneration
for
participation in
committees Non-equity variable
remuneration Non-
monetary
benefits Other fees Total Fair
Value of
equity
compens
ation Severance
pay Bonuses
and other
incentives Profit sharing
Filippo
Menchelli] Executive 1/1/25 - 31/12/25 Permanent contract 80,000.00 € - 57,500.00 € - - 90,000.00 € 227,500.00 € - -
Marco
Carniani Executive 1/1/25 - 31/12/25 Permanent contract 100,000.00 € - 28,666.64 € - - 15,000.00 € 143,666.64 € - -
Marco
Figara Executive 1/1/25 - 31/12/25 Permanent contract 110,000.00 € - 50,000.00 € - - 90,000.00 € 250,000.00 € - -
Andrea
Bigagli Executive 1/1/25 - 31/12/25 Permanent contract 80,000.00 € - 20,485.00 € - - 60,000.00 € 160,485.00 € - -
Giulio
Pennacchio
left on 7 July
2025 Executive
1/1/25 - 7/7/25 Permanent contract 136,481.00 € -
- - -
110,533.00 € 188,981.00 € - -
(I) Remuneration within the company drafting the financial statements 506,481.00 € - 156,651.64 € - - 365,533.00 € 1,028 ,665.64 € - -
(II) Compensation from subsidiaries and associates - - - - - - - - -
(III) Total 506,481.00 € - 156,651.64 € - - 365 ,533.00 € 1,028 ,665.64 € - -
Note: the figures in column 5, "Other fees", are to be understood as referring to Non -Competition Agreements and/or directors' fees. For Filippo Menchelli, the figure is the sum of 75k for the Non -Competition Agreement and 15k for the Director's fee. For M arco Carniani, 15k refers solely to the Director's fee. For Marco Figara, 90k refers to the Non -Competition Agreement. For Andrea Bigagli, 60k refers to the Non -Competition Agreement.
For Giulio Pennacchio, 52.5k refers to the Non -Competition Agreement and Eur 58,033 re fers to End-of-service indemnity (TFR) .
17 2.2 TABLE 2: Stock options assigned to members of the Board of Directors, general managers and other Key Management Personnel Options held at the beginning of the financial year Options allocated during the financial year Options exercised during the financial year Options that
expired
during the
financial year Options held at the end of
the financial
year Options
pertaining to
the financial
year
A B (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12) (13) (14) (15) = (2) +
(5) – (11) –
(14) (16)
Name and
surname Office Plan Number of
options Strike
price Possible
exercise
period
(from -
to) Number
of
options Strike
price in
EUR Possible
financial
year
period
(from -to) Fair value at
the allocation
date Allocation
date Market price of
the shares
underlying the
allocation of
options in EUR Number of
options Strike
price Market
price of
the
underlying
shares at
the
exercise
date Number of options Number of options Fair value
Marco
Figara COO 58,943 9.84
2027 N/A N/A N/A N/A N/A N/A N/A N/A N/A 0 58,943 0
Filippo
Menchelli CBO 58,943 9.84 2027 N/A N/A N/A N/A N/A N/A N/A N/A N/A 0 58,943 0
Giulio
Pennacchio Refit
Director 53,862 9.84 2027 N/A N/A N/A N/A N/A N/A N/A N/A N/A 0 N.A. 0
Andrea
Bigagli Corporate
Strategic
Director
48,780 9.84 2027 N/A N/A N/A N/A N/A N/A N/A N/A N/A 0
48,780 0
Vittorio
Blengini Sales
Director N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Marco
Carniani CFO 28,455 9.84 2027 N/A N/A N/A N/A N/A N/A N/A N/A N/A 0 28,455 0
Alan De
Candiziis Industrial
Process
Director 28,455 9.84 2027 N/A N/A N/A N/A N/A N/A N/A N/A N/A 0 28,455 0
Daniele
Pascutti Engineering
Dept
Director 28,455 9.84 2027 N/A N/A N/A N/A N/A N/A N/A N/A N/A 0 28,455 0
Mattia Piro R&D
Director 28,455 9.84 2027 N/A N/A N/A N/A N/A N/A N/A N/A N/A 0 28,455 0
Paolo
Misitano Quality
Director 28,455 9.84 2027 N/A N/A N/A N/A N/A N/A N/A N/A N/A 0 28,455 0
- - - 0 - - - - - - - - - - - - - -
(I) Remuneration within the company drafting the financial statements Plan A (relative date
of resolution)
Plan B (relative date
of resolution)
Plan C (relative date
of resolution)
(II) Compensation from subsidiaries and associates Plan A (relative date
of resolution)
Plan B (relative date
of resolution)
(III) Total 426,827 308,941
18 2.3 TABLE 3: Incentive plans for members of the Board of Directors, general managers and other Key Management Personnel The table in this paragraph refers to individual monetary (variable) incentive plans provided for some of the members of the Board of Directors and the Key Management Personnel.
TABLE 3B: Monetary incentive plans for members of the Board of Directors, general managers and other Key Management Personnel
A B (1) (2) (3) (4)
Name and
surname Office Plan Bonus for the year Bonuses from previous years Other
bonuses
(A) (B) (C) (A) (B) (C)
Payable/Paid (EUR) Deferred Deferral period No longer payable Payable/Paid Still deferred Marco Figara COO MBO 50,000.00 € 0 July 2023 – June 2024 0 0 0 0 Filippo Menchelli CBO / Chair MBO 57,500.00 € 0 July 2023 – June 2024 0 0 0 0 Giulio Pennacchio Refit Director MBO 0 0 July 2023 – June 2024 0 0 0 0 Andrea Bigagli Corporate Strategic Director MBO 20,485.00 € 0 July 2023 – June 2024 0 0 0 0 Salvatore Greco TISG COO Turkey Director MBO 0 0 0 0 0 0 0 Marco Carniani CFO MBO 28,666.64 € 0 July 2023 – June 2024 0 0 0 0
- - - - - - - - - -
(I) Remuneration within the company drafting the financial statements Plan A
(relative date
of resolution) - - - - - - -
Plan B
(relative date
of resolution) - - - - - - -
Plan C
(relative date
of resolution) - - - - - - -
(II) Compensation from subsidiaries and associates Plan A
(relative date
of resolution) - - - - - - -
Plan B
(relative date
of resolution) - - - - - - -
(III) Total 156,651.64 € - - - - - -
19 3. Investments held, in the Company and its subsidiaries, by members of the management and control bodies, by general managers and by other Key Management Personnel, as well as by non -
legally separated spouses and minor children, directly or indirectly Below are the shareholdings held, in the Company and its subsidiaries, by members of the management and control bodies, by the general managers and by other Key Management Personnel, as well as by non -legally separated spouses and minor children, directly or through subsidiaries, trust companies or through an intermediary, as per the shareholders' register, communications received and other information acquired from said members of the management and control bodies, general managers and Key Management Perso nnel.
3.1 Table 1: Investments held by members of the management and control bodies and general
managers
Surname and
forename Office Investee company No. of shares held as at 31
December
2024 No. of shares purchased No. of shares sold No. of shares held as at 31
December
2025
Giovanni
Costantino
(through GC
Holding
S.p.A.) Chief Executive Officer The Italian Sea Group S.p.A. 28,410,000 0.0 0.0 28,410,000
Tadini Laura
Angela Independent
director The Italian Sea Group S.p.A. 1,500 0 -1,500 0.0 Samuele Bodon Person closely linked to Fulvia
Tesio
(Independent
director) The Italian Sea Group S.p.A. 243 0 -243 0.0
3.2 Table 2: Investments held by other Key Management Personnel No. of Key
Management
Personnel Investee
company No. of shares held as at 31 December 2024 No. of shares purchased No. of shares sold No. of shares held as at 31
December 2025
- - - - - -