Report on the r emuneration policy and fees paid as of June 30th, 2026
pursuant to Art. 123 -ter of Legislative Decree no. 58 of February 24th, 1998 and Art. 84-quater of the Issuers’ Regulation
Approved by the Board of Directors on September 17th, 2026
Digital Bros S.p.A.
Via Tortona, 37 – 20144 Milan, Italy VAT number IT095 Share capital: Euro 6,024,334.80 of which Euro 5, 740,014.80 subscribed Milan Companies House No. 290680 -Vol. 7394 Chamber of Commerce number 1302132
This report is available in the Governance/Remuneration section of the Company’s website at
www.digitalbros.com
Please consider that this is an Italian to English translation and that the Italian version shall always prevail in case of any discrepancy or inconsistency
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Index
GLOSSARY ................................ ................................ ................................ ................................ ................................ ....... 4 Introduction ................................ ................................ ................................ ................................ ................................ ........ 5 SECTION I: Remuneration Policy ................................ ................................ ................................ ................................ ..... 5 1. Corporate bodies involved in the drafting and approval of the Remuneration Policy ................................ .................... 7 2. Principles and purposes of the Remuneration Policy ................................ ................................ ................................ ..... 9 3. Implementation of the Remuneration Policy ................................ ................................ ................................ ................ 10 SECTION II : fees paid ................................ ................................ ................................ ................................ .................... 17 Remuneration of Executive Directors ................................ ................................ ................................ ................ 17 Remuneration of Non -executive Directors ................................ ................................ ................................ ......... 19 Remuneration of Independent Directors ................................ ................................ ................................ ............ 20 Remuneration of Statutory Auditors ................................ ................................ ................................ .................. 20 Changes in the Remuneration of Corporate Bodies, Employee Remuneration and Company Performance .................... 21 Part II: Tables ................................ ................................ ................................ ................................ ................................ ... 23 Table 1: Fees paid to the Board of Directors and key managers as of June 30, 2026 ................................ ....................... 23 Table 1: Fees paid to the Board of Statutory Auditors as of June 30, 2026 ................................ ................................ ..... 27 Table 2: Stock options granted to Directors, General Managers and other key managers ................................ ............... 28 Table 3B: Monetary incentive plans for Directors, General Managers and other key manager personnel ....................... 32 Table 7 -ter in accordance to Annex 3A of the Issuers’ Regulation ................................ ................................ .................. 34
4
GLOSSARY
Board / Board of Directors : the Board of Directors of Digital Bros S.p.A..
Company or Issuer : Digital Bros S.p.A..
Corporate Governance Code/Code : the Corporate Governance Code for listed companies approved by the Corporate Governance Committee in January 2020 .
Civil Code /c.c.: the Italian Civil Code.
Consolidated EBIT : net consolidated operating margin as reported in the consolidated financial statements for the relevant fiscal year .
Fiscal year / reporting period : the fiscal year ended June 30th, 2026 , to which this Report relates .
Group / Digital Bros Group : he Company and its subsidiaries pursuant to Article 93 of the T .U.F..
Issuers’ Regulations : the regulation implementing Legislative Decree No. 58 of February 24th, 1998 concerning issuers, adopted by Consob Resolution No. 11971 of May 14th, 1999, as subsequently amended.
LTI/ LTI Plan : the 2021 -2027 Medium -Long Term Monetary Incentives Plan approved by the Shareholders’ Meeting on June 15th, 2021 and addressed to the Group’s Executive Directors and management.
Market Regulations : the regulation governing markets adopted by Consob Resolution No. 20249 of December 28th, 2017, as subsequently amended.
MBO/ MBO Objectives : the short -term variable component of the remuneration of the Executive Directors, linked to the achievement of predetermined objectives and provided for under the Group’s Remuneration Policy .
Policy / Remuneration Policy : the remuneration policy that will be submitted for approval to the Shareholders’ Meeting on October 27th, 202 6.
Phantom Share Plan : the 2026 -2032 Phantom Share Plan submitted for approval to the Shareholders’ Meeting to be held on October 27th, 2026 .
Stock Option Plan: the Stock Option Plan 2016/2026 approved by the Company’s Shareholders’ Meeting on January 11th, 2017.
Related party regulations : the regulation governing related party transactions adopted by Consob Resolution No.
17221 of March 12th, 2010, as subsequently amended.
Remuneration Committee : the committee established within the Board of Directors with advisory and consultative functions in relation to remuneration matters.
Report / Remuneration Repor t: this Report on the Remuneration Policy and Fees Paid, prepared pursuant to Article 123-ter of the T .U.F. and approved by the Board of Directors.
Shareholders’ Meeting : the Shareholders’ Meeting of Digital Bros S.p.A.
T.U.F. : Italian Legislative Decree No. 58 of February 24th, 1998 (Consolidated Law on Finance), as subsequently amended.
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Introduction
The Report on the remuneration policy and fees p aid for the fiscal year ended June 30th, 2026 has been prepared pursuant to Article 123 -ter of Legislative Decree No. 58 of February 24, 1998 and Article 84 -quater of Consob Regulation No. 11971 of May 14, 1999, as subsequently amended.
The Report is divided into two sections:
• Section I sets out Digital Bros’ Remuneration Policy for Directors, Statutory Auditors and key management personnel , as well as the procedures adopted for the approval and implementation of the Policy;
• Section II provides information on the remuneration paid to the Company’s Directors, Statutory Auditors and key manageme nt personnel during the Fiscal Year, in accordance with the Remuneration Policy. Section II is submitted to the Shareholders’ Meeting for a non -binding vote.
The tables required under the Issuers’ Regulation are included at the end of this Report.
SECTION I : Remuneration Policy The first section of the Report sets out the Remuneration Policy, which establishes the principles and guidelines adopted by Digital Bros Group for the remuneration of Executive Directors, Non-executive Directors and certain members of top management. Although the latter do not qualify as key management personnel under the applicable regulatory framework, IAS 24, Article 65, paragraph 1 -quater of the Issuers’ Regulation and paragraph 2 of Annex 1 to Consob Regulation No.
17221 of March 12, 2010, as subsequently amended, they hold key roles within the organization a nd may make a significant contribution to the Group’s activities.
On October 27th, 2023, the Shareholders’ Meeting approved Section I of the Report on the remuneration policy and fees paid and the Remuneration Policy set out therein, pursuant to Article 123 -ter, paragraph 3 of the T.U.F .. The Policy was approved for a period corresponding to the term of office of the current Board of Directors and therefore until the approval of the financial statements for the fiscal year ended June 30th, 2026.
On July 20th, 2026, the Board of Directors approved the proposed Remuneration Policy prepared by the Remuneration Committee, following the favorable opinion of the Board of Statutory Auditors. The principles and guidelines of the proposed Policy are set out in the first section of this Report. The Policy will be submitted for approval to the Shareholders’ Meeting on October 27th, 2026 and, if approved, will remain in effect for the term of office of the Board of Directors to be appointed by the same Shareholders’ Meeting and therefore until the approval of the financial statements for the fiscal year ended June 30th, 2029.
The Remuneration Committee engaged independent advisors in connection with the preparation of its proposals on remuneration matters, in particular BIP Law & Tax for the design of the Phantom Share Plan and Carter & Benson for the benchmarking analysis cond ucted against a peer group of companies comparable to the Issuer.
6 A summary of the main changes introduced by this Remuneration Policy is set out below:
2023 –2026 2026 –2029
Fixed
remuneration Set at a level in line with the powers delegated, offices held, role and strategic responsibilities assigned. The f ixed remuneration is sufficient to adequately remunerate performance even in the absence of variable remuneration. No material changes.
Short -term
variable
remuneration –
MBO Annual incentive linked to short -term objectives, predominantly quantitative and consistent with the Group’s strategic plans. The v ariable remuneration may not exceed 30% of the remuneration received as Director for the Chief Executive Officers or 30% of total annual gross fixed remuneration for the other Executive Directors. Claw -back and malus provisions apply. No material changes. The MBO mechanism, applicable cap and claw -back and malus provisions remain unchanged.
Medium -long-
term variable
remuneration –
LTI Plan 2021 –2027 cash -based incentive plan structured over three performance periods, with the incentive set based on Consolidated EBIT exceeding predetermined thresholds and increasing percentages applicable to each period. The LTI Plan will expire at the end of its final vesting period on June 30th, 2027 and, therefore, no longer represent s the Group’s medium /long-term incentive instrument going forward.
2016 –2026 Stock Option Plan Stock option plan with deferred vesting and a requirement for Executive Directors to retain 20% of the shares subscribed upon exercise until at least the end of their term of office. All options had vested prior to the Fiscal Year. The Plan expired on June 30th, 2026. The Plan ended on June 30th, 2026.
2026 –2032
Phantom Share
Plan Not included . New medium /long-term incentive plan for Executive Directors and selected employees and other collaborators of the Group. The Plan provides for three two -year vesting periods and entitles beneficiaries to a cash award linked to the increase of the Digital Bros share price, subject to the conditions set out in the Plan.
Non-monetary
benefits Non-monetary benefits include pension, healthcare and insurance benefits, as well as the use of a company car for both business and personal purposes. No material changes.
Treatment upon
termination of
office or
employment No agreements are in place providing for severance payments in the event of resignation, dismissal or removal without cause, or termination following a takeover bid, without prejudice to any applicable notice periods. The treatment of incentive awards upon termination is governed by the terms and conditions of the relevant plans. No material changes.
7 The Company’s Related Party Transactions Procedure, adopted pursuant to the Related party transactions regulation, provides that the resolutions concerning the remuneration of Directors , including Directors holding specific offices, and other key management personnel are exempt from the application of the Procedure, provided that:
i) the Company has adopted a remuneration policy approved by the Shareholders’ Meeting;
ii) the remuneration policy has been developed with the involvement of a committee composed exclusively of Non -
Executive Directors, a majority of whom are independent; and iii) the remuneration awarded is consistent with the remuneration policy and determined on the basis of criteria that do not involve discretionary assessments.
Without prejudice to matters reserved to the Shareholders’ Meeting by the applicable law and the Articles of Association, the Board of Directors is responsi ble for implementing the Remuneration Policy, determining the remuneration of the Chief Executive Officers. The Chief Executive Officers are, in turn, responsible for determining the remuneration of key management personnel and, where appropriate, for submitting recommendations or proposals on remuneration matters to the competent corporate bodies of the Group’s subsidiaries.
1. Corporate bodies involved in the drafting and approval of the Remuneration Policy The corporate bodies involved in the development, approval and implementation of the Remuneration Policy are the Shareholders’ Meeting, the Board of Directors, the Remuneration Committee and the Board of Statutory Auditors.
1.1 Board of Directors With regards to the Company’s remuneration matters, the Board of Directors:
• establishes the Remuneration Committee from among its members ;
• determines the remuneration of Directors holding specific offices, based on the proposals of the Remuneration Committee and after consulting the Board of Statutory Auditors ;
• approves the Remuneration Policy, based on the recommendations of the Remuneration Committee ;
• approves the Remuneration Report and submits it to the Shareholders’ Meeting;
• periodically assesses the effectiveness of the Remuneration Policy, with the support of the Remuneration Committee, ensuring that it remains consistent with the Company’s objective of creating value over the medium to long term;
• develops and implements share -based incentive plans and other remuneration plans based on financial instruments for Directors, employees, collaborators and key management personnel and submits them to the Shareholders’ Meeting for approval pursuant to Article 114 -bis of the T.U.F. .;
8 1.2 Remuneration Committee The Remuneration Committee is established by the Board of Directors in accordance with the Corporate Governance Code and is composed exclusively of Non-executive and independent Directors. As of the date of this Report, the Remuneration Committee consists of:
• Carlotta Ilaria D’Ercole – member ;
• Susanna Pedretti – Chair;
• Laura Soifer – member .
The Remuneration Committee:
• submits proposals to the Board of Directors concerning the remuneration of the Chief Executive Officers and other Directors holding specific offices and monitors the implementation of the resolutions adopted by
the Board;
• periodically assesses the criteria used to determine the remuneration of key management personnel and supports the Board of Directors in identifying such personnel;
• monitors the application of such remuneration criteria on the basis of the information provided by the Chief
Executive Officers;
• makes general recommendations to the Board of Directors on remuneration matters, including the definition of the performance objectives applicable to variable remuneration, and verifies whether such objectives have been achieved;
• supports the Board of Directors in the development and implementation of share -based incentive plans and other incentive plans based on financial instruments;
• assists the Board of Directors in preparing the Remuneration Report.
The Remuneration Committee prepared this Remuneration Policy , which was then approved by the Board of Directors and submitted to the Shareholders’ Meeting for approval.
1.3 Shareholders’ M eeting The Shareholders’ Meeting :
• determines the remuneration of the Board of Directors and the Board of Statutory Auditors pursuant to Article 2364, paragraph 1, No. 3 of the Italian Civil Code;
• casts a binding vote on Section I of the Remuneration Report and a non -binding vote on Section II;
• approves share -based incentive plans and other remuneration plans based on financial instruments for Directors, key management personnel, employees and collaborators pursuant to Article 114 -bis of the T.U.F. .
1.4 Board of Statutory Auditors The Board of Statutory Auditors provides its opinion on the proposals concerning the remuneration of Directors holding specific offices and verifies that such remuneration is consistent with the Remuneration Policy.
9 2. Principles and purposes of the Remuneration Policy The remuneration of the Group’s Directors and key management personnel is structured to provide an appropriate mix of fixed and variable components, recognize the professional contribution of the individuals concerned and support the definition of the Group’s strategy and the creation of sustainable value over the medium to long term.
The Remuneration Policy is designed to motivate individuals to perform their duties and responsibilities to a high standard, while ensuring an appropriate balance between fixed and variable remuneration and between short - and medium /long-term performance criteria. It aims to align the interests of Executive Directors and key management personnel with the Group’s primary objective of creating value for shareholders over the medium and long term, while supporting the long -term sustainability of the Group’s business.
The Remuneration Policy is based on the following principles:
• the fixed remuneration is set at a level sufficient to adequately remunerate the individual’s role and responsibilities even where no variable remuneration is paid as a result of performance objectives not being
achieved;
• the short-term variable remuneration is primarily linked to annual profitability targets and is subject to a cap, as well as claw -back and malus provisions, in accordance with the recommendations of the Corporate Governance
Code;
• the LTI Plan, currently in its final vesting cycle ending on June 30th, 2027, incentivizes growth in operating profitability compared with the levels achieved in the fiscal years preceding its approval, as further described below. Although the LTI Plan does not provide for an absolute cap, the incentive is calculated as a pe rcentage and may not exceed 5% of the Group’s cumulative consolidated operating profit for the relevant period. Claw -
back and malus provisions also apply, in accordance with the Corporate Governance Code;
• the Phantom Share Plan links the value of the incentive to the performance of the Digital Bros share price, subject to the achievement of positive Consolidated EBIT in each vesting period. The Plan therefore provides a mechanism aligned with shareholder va lue creation without any dilutive effect on the Company’s share capital.
The Plan is subject to a cap and ex -post adjustment mechanisms, including claw -back and malus provisions.
The performance objectives applicable to short - and medium -long-term variable remuneration are:
• relevant, as they are aligned with the Group’s medium and long-term strategy;
• specific, as the expected outcomes are clearly defined and concrete;
• measurable, as achievement is assessed against clear, predetermined indicators;
• realistic, as they are considered achievable while remaining challenging and ambitious; and • time-bound, as they are defined over a specified period.
10 2.1 Principles of the Remuneration Policy The Remuneration Policy reflects the Company’s commitment to increasingly align its remuneration practices with the recommendations of the Corporate Governance Committee, particularly with respect to the clarity and completeness of remuneration policies, t he balance between fixed and variable remuneration, the introduction of claw -back and malus provisions, and a stronger link between variable remuneration and long -term objectives.
The Group recognizes the development and growth of its people as essential to remaining competitive and pursuing its sustainable success objectives. Career development opportunities are offered based on merit, professional and managerial skills, and active contribution to the Group’s development and continuous improvement. In defining its Remuneration Policy, the Company takes into account the role, responsibilities and level of commitment required of the individuals concerned, while seeking to ensure consistency between the principles underlying their remuneration structure and those applied across the different levels of the Group’s workf orce.
The main change compared with the Remuneration Policy approved by the Shareholders’ Meeting on October 27th, 2023 is the introduction of the Phantom Share Plan for Executive Directors and selected employees and collaborators of the Group, also with a view to achieving greater alignment with the recommendations of the Corporate Governance Code.
The Phantom Share Plan is designed to incentivize, retain and attract key individuals, encourage their involvement in the creation of value for the Company and the Group, and align their interests with those of shareholders over the medium to long term.
If approved by the Shareholders’ Meeting on October 27th, 2026, the Remuneration Policy set out in Section I of this Report will remain in effect for the term of office of the Board of Directors to be appointed by the same Shareholders’ Meeting and therefore until the approval of the financial statements for th e fiscal year ended June 30th, 2029.
3. Implementation of the Remuneration Policy The Remuneration Policy provides for different principles and mechanisms governing fixed, short -term variable and medium /long-term variable remuneration, depending on the category of recipient.
The Remuneration Policy has been prepared taking into account market best practices, without using the remuneration policy of any specific company as a direct benchmark.
Executive Directors and key management personnel The overall remuneration of Executive Directors is determined taking into account relevant market benchmarks, although direct comparison within the Italian market is challenging given the Company’s unique position in the domestic video game industry. A number of other factors are also considered, including the contribution to the Group’s results, individual performance and internal pay levels, also considering the Group’s current and prospective size and with a view to supporting its sustainable success.
The overall remuneration of Executive Directors, including the related pay mix, has been subject to a benchmark analysis conducted by the Remuneration Committee with the support of independent external advisors, Carter & Benson.
11 The remuneration of Executive Directors holding specific offices within the Issuer consists of:
• a fixed component, set at a level commensurate with the powers delegated and the specific offices held;
• a short -term variable component, subject to a predetermined maximum amount relative to fixed remuneration and linked to short -term objectives (MBO Objectives);
• a variable incentive plan (LTI Plan), expiring on June 30th, 2027, linked to growth in operating profitability compared with the fiscal year preceding the launch of the LTI Plan;
• a medium /long-term variable component (the Phantom Share Plan), under which the incentive is linked to the increase in the Digital Bros share price over each vesting period, subject to the achievement of positive Consolidated EBIT for each vesting period;
• other remuneration components.
The E xecutive Directors who also hold management or professional positions within the Issuer are granted, by resolution of the Board of Directors and within the overall remuneration determined by the Shareholders’ Meeting, a remuneration package that includes a variable component determined in accordance with the criteria set out below. Such remuneration has also been taken into account for the purposes of the pay -mix analysis.
Fixed remuneration
The fixed remuneration of Executive Directors is determined by the Board of Directors, based on the proposals of the Remuneration Committee and following the opinion of the Board of Statutory Auditors, pursuant to Article 2389, paragraph 3 of the Italian Ci vil Code.
The f ixed remuneration is set at a level commensurate with the powers delegated, the specific offices held and the strategic role and responsibilities assigned to each Director. It is also set at a level sufficient to adequately remunerate the Direct or even whe re no variable remuneration is paid as a result of performance objectives not being achieved, thereby discouraging behaviors that are inconsistent with the Group’s risk appetite.
Short -term variable remuneration – MBO Objectives The short -term variable remuneration of Executive Directors is determined by the Board of Directors, based on the proposal of the Remuneration Committee and following the favorable opinion of the Board of Statutory Auditors.
This component is designed to motivate management to achieve short -term objectives aimed at maximizing the Company’s value, in alignment with shareholders’ interests and the Group’s multi -year strategic plans.
The MBO awards are paid annually following the approval of the draft financial statements by the Board of Directors, subject to the Remuneration Committee verifying the achievement of the relevant performance objectives. The objectives are set by reference to budget tar gets and are quantitative in nature, based on objective and measurable performance indicators, with a view to minimizing discretion in the assessment process while ensuring appropriate oversight of the key aspects of the business.
The MBO Objectives provide for the full payment of the maximum award upon achievement of 100% of the assigned quantitative objectives. Variable remuneration may not exceed 30% of the remuneration received as Director for the Chief Executive Officers, or 30% of total annual gross fixed remuneration for Executive Directors who also have a management and/or professional relationship with the Company.
12 The MBO Objectives are designed to:
• reward the Group’s growth, which in turn supports the achievement of its profitability objectives;
• foster a sense of belonging and teamwork; and • promote individual ownership and accountability.
Claw -back and malus provisions apply, allowing the Company to recover in full, or withhold, as applicable, variable remuneration determined on the basis of data subsequently found to be manifestly incorrect.
For the Fiscal Year, the MBO Objectives, as proposed by the Remuneration Committee, were based two -thirds on financial criteria and one -third on non -financial criteria. The financial criterion was the achievement of EBIT at or above a threshold determined by the Remuneration Committee on the basis of the Company’s short -term financial forecast for the Fiscal Year, approved by the Board of Directors on September 25th, 2025. The non -financial criteria remained unchanged from the previous fiscal year and were based on improvements compared with the figures reported in the Sustainability Report as of June 30th, 2023 for GRI 404-1 – Average hours of training per year per employee, which stood at 3.13 hours at the reporting date, and GRI 404 -3 – Percentage of employees receiving regular performance and career development reviews, which stood at 57% of the workforce.
During the Fiscal Year, both the financial and non -financial MBO Objectives were achieved.
Medium/long term variable remuneration -LTI Plan The LTI Plan was introduced in previous fiscal years as an additional incentive mechanism alongside short -term variable remuneration. The Plan was originally designed during a period of significant growth, supported by particularly favorable market conditions during the pandemic, with the aim of sustaining the results achieved over time. In more recent fiscal years, however, the industry has experienced slower growth and a more challenging competitive environment, requiring the Group to continuously adapt its publishing and management strategies. As a result, the LTI Plan is no longer considered effective in achieving its original objectives, particularly in terms of r etention.
The LTI Plan is structured over three performance periods:
• 2021 –2022;
• 2023 –2024;
• 2025 –2027.
For each period, the Executive Directors and the other beneficiaries of the LTI Plan are entitled to a cash award calculated as a percentage of Consolidated EBIT exceeding Euro 35 million for each of the first two periods and Euro 52.5 million for the final period, correspondin g in each case to average annual Consolidated EBIT of Euro 17.5 million. The percentage applied to Consolidated EBIT increases over the three periods, from 6% in the first period to 9% in the second and 12% in the final period. The resulting amount is then allocated among the individual beneficiaries based on predetermined criteria. The total cost of the LTI Plan may not, in any event, exceed 5% of the cumulative consolidated operating profit generated over the relevant period.
The p ayment of the variable remuneration is subject to the Remuneration Committee verifying the achievement of the relevant performance objectives and is made within 45 days following communication to the Shareholders’ Meeting of the consolidated financial statements for the relevant period. This timeframe is considered appropriate in light of the nature of the Group’s business and the associated risk profile.
13 The e ntitlement to awards under the LTI Plan is conditional upon the Executive Directors remaining in office throughout each relevant performance period, subject to the Good Leaver provisions set out in the Plan. Claw -back and malus provisions also apply in accordance with the Corporate Governance Code.
Although originally designed as a medium -long-term incentive, the LTI Plan, in its current residual phase, can no longer effectively serve this purpose. Now in its final 2025 –2027 cycle, the Plan entered its concluding phase and does not provide for any further vesting periods. As a result, its remaining time horizon is closer to that of a short -term incentive.
Moreover, the current structure of the LTI Plan has limited effectiveness as an incentive and retention tool, as the applicable performance conditions are now considered unlikely to be achieved.
In light of these circumstances, the Company considered it appropriate to introduce a new medium /long-term variable incentive.
Medium /long-term variable remuneration – 2026–2032 Phantom Share Plan The new medium /long-term variable remuneration component introduced under the Remuneration Policy is represented by the Phantom Share Plan, replacing the previous Stock Option Plan, now expired, and the existing LTI Plan, which, given its current structure and remaining time horizon, is now closer to a short -term incentive mechanism.
The Phantom Share Plan is addressed to the Company’s Executive Directors, as well as selected employees and collaborators of the Group who hold key roles in achieving the Group’s objectives.
The Phantom Share Plan provides for the grant, free of charge, of a variable number of Options to each beneficiary, up to an aggregate maximum of no.700,000 Options. Each Option entitles the beneficiary to receive a cash award, subject to the achievement of a performance condition (the Gate), which must be satisfied for the award to vest, and to the continuation of the beneficiary’s relationship with t he Company. The Gate requires positive Consolidated EBIT to be achieved for each vesting period and represents an objective and verifiable measure of operating performance, consistent with the Group’s profitability objectives. Unlike the previous Stock Opt ion Plan, the Phantom Share Plan has no dilutive effect on shareholders, as it provides exclusively for cash -settled awards.
The number of Options granted to each beneficiary is determined by the Board of Directors, taking into account the beneficiary’s role and responsibilities, contribution to value creation for the Group, market best practices and the need to ensure an approp riate level of incentive and retention.
The Phantom Share Plan has a six -year term, with the Options vesting in three two -year tranches:
• July 1, 2026 – June 30, 2028: 24% of the Options;
• July 1, 2028 – June 30, 2030: 24% of the Options;
• July 1, 2030 – June 30, 2032: 52% of the Options.
The v ested Options may be exercised until June 30th, 2033, with no requirement to exercise them at any earlier date.
The cash award payable to a beneficiary for each Option exercised is equal to the positive difference, if any, between:
a) the applicable Exercise Price at the exercise date, calculated as the arithmetic average of the reference price of the Digital Bros share over the 30 trading days preceding the last day of each calendar quarter; and b) the beneficiary’s individual Grant Price, calculated as the arithmetic average of the reference price of the Digital Bros share over the 30 trading days preceding the date on which the Board of Directors granted the Options to the relevant beneficiary, as specified in the individual grant letter.
14 The Plan also provides for an adjustment mechanism whereby the Grant Price is reduced to reflect any dividends paid by the Company following the grant date.
The Phantom Share Plan is subject to a Cap, under which the value of the award payable to each beneficiary in respect of each vesting period may not exceed 300% of the beneficiary’s individual total remuneration. Where the Cap is exceeded, the number of ex ercisable Options is reduced proportionately to ensure compliance with the Cap. The excess Options are carried forward and added to the Options relating to the following vesting period, where they vest in accordance with the terms and conditions applicable to that period. Any excess Options remaining following the application of the Cap for the third vesting period will automatically lapse and may not be exercised.
The Phantom Share Plan is designed to support sustainable value creation over time while providing flexibility in the definition of performance conditions. The Plan allows the Board of Directors to amend the Gate, grant Options to new beneficiaries or increase the number of Options granted to individual beneficiaries in order to reflect changes in operating or strategic circumstanc es.
The Options are personal to the beneficiaries and may not be transferred inter vivos. In the event of death, the vested Options are transferred to the beneficiary’s heirs. In the event of a delisting or change of control, beneficiaries will be treated as Good Leavers and may exercise all Options vested as of that date. In the event of termination as a result of volun tary resignation or dismissal for cause, any Options not yet exercised will lapse (Bad Leaver).
For further information on the Phantom Share Plan, reference should be made to the information document prepared pursuant to Article 84 -bis of the Issuers’ Regulation and available on the Company’s website under Governance/Remuneration.
Pay mix
The Remuneration Committee engaged Carter & Benson to conduct a benchmarking analysis of the remuneration of the four Executive Directors, covering both overall remuneration levels and pay mix.
The analysis was conducted against a peer group of comparable companies selected taking into account market capitalization, company size and industry, operating profitability and governance structure, with particular focus on companies with more than one Chief Executive Officer or General Manager.
As part of the analysis, particular attention was given to the medium /long-term variable remuneration. The Group’s LTI Plan, whose final vesting period will end on June 30th, 2027, was not taken into account for benchmarking purposes as, in light of the results achieved in recent fiscal years and the mechanism used to calculate the incentive, the performance objectives applicable to the final period are not currently expected to be achieved.
The Phantom Share Plan is designed to link medium /long-term variable remuneration to shareholder value creation through a mechanism under which the value of the incentive is tied to the performance of the Digital Bros share price.
Accordingly, the benchmarking analysis considered two scenarios for the Com pany’s market capitalization, Euro 300 million and Euro 500 million, and assessed, under each scenario, the resulting positioning of the Executive Directors’ remuneration relative to the peer group.
15 The results of the benchmarking analysis under the two scenarios are set out below:
Other information
No additional performance objectives have been established, beyond those described above, providing for the award of shares, options and/or other financial instruments.
Under the Stock Option Plan, Executive Directors are required to retain, until the end of their term of office, at least 20% of the Digital Bros shares acquired through the exercise of their Options. No other holding requirements apply to financial instrum ents. 50%67%58%58%69%57%
26%20%25%17%18%15%
25%13%17%24%13%28%
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%General Counsel/ Strategic executives (Panel avg)General Counsel (DIB)CFO (Panel avg)CFO (DIB)CEO (Panel avg)CEO (DIB)Pay-mix Market Cap € 300M Salary MBO Medium/Long term component
46%55%50%41%54%39%
36%17%32%12%30%10%
18%28%18%46%16%51%
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%General Counsel/ Strategic executives (Panel avg)General Counsel (DIB)CFO (Panel avg)CFO (DIB)CEO (Panel avg)CEO (DIB)Pay-mix Market Cap € 500M Salary MBO Medium/Long term component
16
Extraordinary Transactions
In the event of extraordinary transactions, including, without limitation, acquisitions or disposals, mergers, demergers, carve -outs, share capital transactions, financing transactions or other corporate events, as well as legislative or regulatory changes that materially affect the performance conditions or operation of the incentive plans, the Board of Directors may, following review by the Remuneration Committee, make such adjustments to the incentive plans applicable to Executive Directors as it considers appropriate. Any such adjustments are intended solely to preserve the economic substance, consistency and overall objectives of the incentive plans.
Non-monetary Benefits
The non -monetary benefits provided to Executive Directors under the applicable National Collective Labor Agreement include welfare, healthcare and insurance benefits, as well as the use of a company car for both business and personal purposes.
Treatment upon Termination of Office or Employment The Company has not entered into any agreements with its Executive Directors providing for severance payments or other compensation in the event of resignation, dismissal or removal without cause, or termination following a takeover bid, without prejudice to any notice periods applicable under the relevant Nation al Collective Labor Agreement.
No arrangements are in place for the continuation of non -monetary benefits or the provision of consultancy services following termination of office or employment.
Non-executive Directors
Non-executive Directors are Directors who do not hold individual management powers or management positions within the Company or its subsidiaries. Their remuneration consists exclusively of a fixed component, determined taking into account their expertise and professional experience, as well as the level of commitment required by their role, including any membership or chairmanship of Board Committee s.
The remuneration of Non-executive Directors is not linked to the Company’s financial performance or to the achievement of specific performance objectives. Non -executive Directors do not participate in share -based or other variable incentive plans.
The remuneration of Non-executive Directors is periodically reviewed by the Remuneration Committee against relevant market benchmarks.
Insurance Coverage
In line with market practice, the Company maintains Directors’ and Officers’ (D&O) liability insurance covering members of the corporate bodies against civil liability arising in connection with the performance of their duties, subject to the exclusions pr ovided for under the policy, including wilful misconduct and gross negligence.
No additional insurance, social security or pension benefits are provided other than those required by applicable law.
Derogations from the Remuneration Policy No derogations from the Remuneration Policy are permitted .
17 SECTION II : fees paid The second section of the Report is submitted to the non -binding vote of the Shareholders ’ Meeting pursuant to Art. 123 -
ter, par agraph 6 of the T.U.F. . This Section provides individual disclosure of the remuneration awarded to the members of the Company’s corporate bodies and is divided into two parts:
• the first part describes the individual components of their remuneration;
• the second part provides a detailed breakdown of the fees paid to the members of the Board of Directors and the Board of Statutory Auditors, as reported in the accompanying tables.
At the Shareholders’ Meeting held on October 27th, 2025, shareholders approved, by a majority vote, Section II of the Report for the fiscal year ended June 30th, 2025, in accordance with Article 123 -ter, paragraph 4, letter b -bis of the T.U.F.
The remuneration of the members of the Board of Directors was determined by the Board on November 14th, 2024, upon the proposal of the Remuneration Committee and after consulting the Board of Statutory Auditors.
The tables below provide a detailed breakdown of the fees paid to each Director during the Fiscal Year, in accordance with the disclosure requirements set out in Annex 3A to the Issuers’ Regulation. They cover all Directors who held office during the Fiscal Year, including those who served for only part of the period.
As of the date of this Report, the Company has not identified any key management personnel.
Remuneration of Executive Directors Abramo Galante, Chair man and Chief Executive Officer, and Raffaele Galante, Chief Executive Officer receive the same annual remuneration .
Amounts in Euro June 30th, 2025 June 30th, 2026 Fixed remuneration as Director 400,000 400,000 Variable remuneration as Director 0 120,000 Total remuneration as Director 400,000 520,000
Fixed remuneration for employment 68,460 72,800 Variable remuneration for employment 0 0 Fringe benefits (car) 3,788 3,628 Non-competition agreement 0 0
Total remuneration for employment 72,248 76,428
Total remuneration from subsidiaries 0 0
Total remuneration 472,248 596,428 Abramo Galante and Raffaele Galante were each granted no. 200,000 Options under the 2016 –2026 Stock Option Plan, each Option carrying the right to subscribe for one Digital Bros ordinary share. The initial exercise price was set at Euro 10.61 per share, based on the arithmetic average of the reference prices of D igital Bros shares over the six months preceding the grant date, and was subsequently adjusted to Euro 10.50 per share following the share capital transaction completed on March 13th, 2017. Neither Abramo Galante nor Raffaele Galante exercised any of their Options before the Plan expired on June 30th, 2026.
18 The CEOs have also been designated as beneficiaries of the 2026 –2032 Phantom Share Plan, with no. 150,000 Options allocated to each of them. The Phantom Share Plan is subject to approval by the Shareholders’ Meeting on October 27th, 2026. Further information is available in the information document prepared pursuant to Article 84 -bis of the Issuers’ Regulation and published on the Company’s website, www.digitalbros.com, under “Governance/Remuneration”, in accordance with Article 123 -ter, paragraph 5 of the T.U.F.
Neither Executive Director is party to any agreement providing for severance or other termination payments in the event of early termination of employment or office.
The Executive Director Stefano Salbe receive d a remuneration of Euro 6,000 for his office as Director . His total remuneration amounted to :
Amounts in Euro June 30th, 2025 June 30th, 2026 Fixed remuneration as Director 6,000 6,000 Variable remuneration as Director 0 0 Total remuneration as Director 6,000 6,000
Fixed remuneration for employment 261,256 269,930 Variable remuneration for employment 0 100,859 Fringe benefits (car) 3,652 3,661 Non-competition agreement 64,766 66,266
Total remuneration for employment 329,674 440,716
Total remuneration from subsidiaries 0 0
Total remuneration 335,674 446,716
Stefano Salbe was granted no. 120,000 Options under the 2016 –2026 Stock Option Plan, each Option carrying the right to subscribe for one Digital Bros ordinary share. The initial exercise price was set at Euro 10.61 per share, based on the arithmetic average of the reference prices of D igital Bros shares over the six months preceding the grant date, and was subsequently adjusted to Euro 10.50 per share following the share capital transaction completed on March 13th, 2017.
During the Fiscal Year, Stefano Salbe exercised no. 60,000 Options on June 19th, 2026 and a further no. 15,000 Options on June 30th, 2026, subscribing for a total of no. 75,000 Digital Bros ordinary shares.
Stefano Salbe has also been designated as a beneficiary of the 2026 –2032 Phantom Share Plan, with no. 90,000 Options allocated to him. The Plan is subject to approval by the Shareholders’ Meeting on October 27th, 2026.
No agreements are in place providing for severance or other termination payments in the event of early termination of his employment, other than as provided for under his existing employment agreement.
19 Dario Treves receives annual remuneration of Euro 6,000 for his role as Executive Director. In addition, he receives professional fees for the legal and contractual services he provides to the Group, as detailed below :
Amounts in Euro June 30th, 2025 June 30th, 2026 Fixed remuneration as Director 6,000 6,000 Variable remuneration as Director 0 0 Total remuneration as Director 6,000 6,000
Fixed remuneration for professional services 297,045 297,045 Variable remuneration for employment 0 89,113 Fringe benefits (car) 0 0 Non-competition agreement 0 0
Total remuneration for professional services 297,045 386,158
Total remuneration from subsidiaries 0 0
Total remuneration 303,045 392,158 Dario Treves was granted no. 50,000 Options under the 2016 –2026 Stock Option Plan, each Option carrying the right to subscribe for one Digital Bros ordinary share. The initial exercise price was set at Euro 10.61 per share, based on the arithmetic average of the reference prices of Di gital Bros shares over the six months preceding the grant date, and was subsequently adjusted to Euro 10.50 per share following the share capital transaction completed on March 13th, 2017.
During the Fiscal Year, Dario Treves exercised no. 10,000 Options on June 30th, 2026, subscribing for no. 10,000 Digital Bros ordinary shares.
Dario Treves has also been designated as a beneficiary of the 2026 –2032 Phantom Share Plan, with no. 40,000 Options allocated to him.
No agreements are in place providing for severance or other termination payments in the event of early termination of his professional relationship or his term of office.
Remuneration of Non-executive Directors During the Fiscal Year, Davide Galante, Non -executive Director, received a fixed remuneration of Euro 72,000 for his role as a member of the Board of Directors.
Veronica Devetag Chalaupka, Non -executive Director, received a fixed remuneration of Euro 10,000, as determined by the Board of Directors on November 14th, 2024.
Non-executive Directors are not entitled to any variable remuneration. No agreements are in place providing for severance or other compensation in the event of early termination of office.
20 Remuneration of Independent Directors During the Fiscal Year, Independent Directors Carlotta Ilaria D’Ercole, Susanna Pedretti and Laura Soifer received the remuneration set out below:
Amounts (€) Fixed
remuneration Nomination
Committee Control and
Risks
Committee Related Party
Transactions
Committee Remuneration
Committee Total
Carlotta Ilaria D’Ercole 10,000 5,000 4,000 500 3,000 22,500 Susanna Pedretti 10,000 3,000 4,000 500 5,000 22,500 Laura Soifer 10,000 3,000 8,000 1,500 3,000 25,500
Remuneration of Statutory Auditors Pursuant to Article 2402 of the Italian Civil Code, the remuneration of the Board of Statutory Auditors is determined by the Shareholders’ Meeting upon appointment and remains unchanged throughout its term of office. On October 27th, 2023, the Shareholders’ Meeting set the remuneration of the Board of Statutory Auditors for its current term, which will expire upon approval of the financial statements for the fiscal year ended June 30th, 2026. The Chair man received annual remuneration of Euro 27 thousand, while each Standing Statutory Auditor received Euro 22 thousand.
In connection with the renewal of the Board of Statutory Auditors, the outgoing Board provided Shareholders with guidance on its future composition. The guidance also addresses the commitment associated with the role, including the expected time commitment and resources required, to assist Shareholders and prospective candidates in assessing the appropriateness of the proposed remuneration.
21 Changes in the Remuneration of Corporate Bodies, Employee Remuneration and Company
Performance
Pursuant to Annex 3A to the Issuers’ Regulation, the table below shows the total remuneration paid to the members of the Company’s corporate bodies in office as of June 30th, 2026, and its evolution over the five -year period presented:
Evolution of total remuneration of corporate bodies Board of Directors Name Role June 30, 202 6 June 30, 2025 June 30, 2024 June 30, 2023 June 30, 2022 Abramo Galante Chairman/CEO 26.3% 0.1% 0.0% -30.0% -3.4% Raffaele Galante CEO 26.3% 0.1% 0.0% -30.0% -3.4% Stefano Salbe CFO/Executive Director 33.1% 7.4% 1.1% -34.8% -0.2% Dario Treves Executive Director 29.4% 0.0% 2.7% -37.5% -1.7%
Carlotta Ilaria
D’Ercole Independent
Director -2.2% 2.2% N/A- N/A N/A
Veronica Devetag
Chalaupka Non-executive
Director 0.0% N/A N/A N/A N/A Davide Galante Non-executive Director 0.0% 0.0% 0.0% 0.0% 0.0% Susanna Pedretti Independent Director -2.2% 2.2% 18.4% 0.0% 0.0% Laura Soifer Independent Director -5.6% 10.2% 11.4% 0.0% 0.0% Board of Statutory Auditors Name Role June 30, 202 6 June 30, 2025 June 30, 2024 June 30, 2023 June 30, 2022 Paolo Villa Chairman 0.0% 0.0% N/A N/A N/A Mariapia Maspes Statutory Auditor 0.0% 0.0% 0.0% 0.0% 0.0%
Pietro Piccone
Ferrarotti Statutory Auditor 0.0% 0.0% N/A N/A N/A The table below shows the Group’s financial performance over the 2022 –2026 five -year period:
Evolution of the Group’s financial performance KPI June 30, 202 6 June 30, 2025 June 30, 2024 June 30, 2023 June 30, 2022 Revenue 15.8% -20.6% 2 0% -10.8% -11.4%
EBITDA 62.1% -20.7% -2.8% -19.7% -6.3%
EBIT >100% n.m. n.m. -46.2% 17.7 Net result 39.4% n.m. n.m. -66.4% -10.3%
22 The table below shows the year -on-year evolution of the Group’s workforce and average annual employee remuneration:
Evolution of the average gross remuneration to employees Indicator June 30, 202 6 June 30, 2025 June 30, 2024 June 30, 2023 June 30, 2022 Remuneration 7.5% -19.5% -10.8% 16.7% 41.9% Average number of FTEs -5.4% -18.4% -11.4% 17.1% 47.5% Average annual remuneration 13.6% -1.3% 0.7% -0.3% -3.8%
23 Part II: Tables
Table 1: Fees paid to the Board of Directors and key managers as of June 30, 202 6
First and last name Position held Term of office End of term Fixed
remuneration Remuneration
for committee
meetings1 Variable non -equity
remuneration Non-
monetary
benefits Other
remuneration Total Fair value of
equity
remuneratio
n Indemnity
for
termination
of office or
employment
Carlotta Ilaria
D’Ercole Independent Director 01/07/202 5 -
30/06/202 6 Approval of FY
2026 financial
statements Bonuses and
other
incentives Profit
sharing
(I) Remuneration from the company drafting the financial statements 10,000 12,500 22,500 (II) Remuneration from subsidiaries and associates (III) Total 10,000 12,500 22,500
Veronica
Devetag
Chalaupka Non-executive
Director 01/07/2025 -
30/06/2026 Approval of FY
2026 financial
statements Bonuses and
other
incentives Profit
sharing
(I) Remuneration from the company drafting the financial statements 10,000 30,0002 40,000 (II) Remuneration from subsidiaries and associates (III) Total 10,000 30,000 40,000
1 The details of the fees paid by committee are shown in the table “Independent Directors’ remuneration” at page 17 2 With respect to Non -Executive Director Veronica Devetag Chalaupka, “Other remuneration ” refers to the fees received for her role as the Issuer’s Data Protection Officer (DPO).
24 First and last name Position held Term of office End of term Fixed
remuneration Remuneration
for committee
meetings3 Variable non -equity
remuneration Non-
monetary
benefits Other
remuneratio
n Total Fair value of
equity
remuneratio
n Indemnity
for
termination
of office or
employment
Abramo
Galante Chairman/CEO 01/07/2025 -
30/06/2026 Approval of FY
2026 financial
statements Bonuses and
other
incentives Profit
sharing
(I) Remuneration from the company drafting the financial statements 472,800 120,000 3,628 596,428 5,661 (II) Remuneration from subsidiaries and associates (III) Total 472,800 120,000 3,628 596,428 5,661
Davide
Galante Non-executive
Director 01/07/2025 -
30/06/2026 Approval of FY
2026 financial
statements Bonuses and
other
incentives Profit
sharing
(I) Remuneration from the company drafting the financial statements 72,000 72,000 (II) Remuneration from subsidiaries and associates (III) Total 72,000 72,000
Raffaele
Galante CEO 01/07/2025 -
30/06/2026 Approval of FY
2026 financial
statements Bonuses and
other
incentives Profit
sharing
(I) Remuneration from the company drafting the financial statements 472,800 120,000 3,628 596,428 5,661 (II) Remuneration from subsidiaries and associates (III) Total 472,800 120,000 3,628 596,428 5,661
3 The details of the fees paid by committee are shown in the table “Independent Directors’ remuneration” at page 17
25
First and last name Position held Term of office End of term Fixed
remuneration Remuneration
for committee
meetings4 Variable non -equity
remuneration Non-
monetary
benefits Other
remuneratio
n Total Fair value of
equity
remuneratio
n Indemnity
for
termination
of office or
employment
Susanna
Pedretti Independent Director 01/07/2025 -
30/06/2026 Approval of FY
2026 financial
statements Bonuses and
other
incentives Profit
sharing
(I) Remuneration from the company drafting the financial statements 10,000 12,500 22,500 (II) Remuneration from subsidiaries and associates (III) Total 10,000 12,500 22,500
Stefano Salbe CFO 01/07/2025 -
30/06/2026 Approval of FY
2026 financial
statements Bonuses and
other
incentives Profit
sharing
(I) Remuneration from the company drafting the financial statements 342,196 100,859 3,661 446,716 32,646 (II) Remuneration from subsidiaries and associates (III) Total 342,196 100,859 3,661 446,716 32,646
4 The details of the fees paid by committee are shown in the table “Independent Directors’ remuneration” at page 17
26
First and last name Position held Term of office End of term Fixed
remuneration Remuneration
for committee
meetings5 Variable non -equity
remuneration Non-
monetary
benefits Other
remuneratio
n Total Fair value of
equity
remuneratio
n Indemnity
for
termination
of office or
employment
Laura
Soifer Independent Director 01/07/2025 -
30/06/2026 Approval of FY
2026 financial
statements Bonuses and
other
incentives Profit
sharing
(I) Remuneration from the company drafting the financial statements 10,000 15,500 25,500 (II) Remuneration from subsidiaries and associates (III) Total 10,000 15,500 25,500
Dario Treves Executive Director 01/07/2025 -
30/06/2026 Approval of FY
2026 financial
statements Bonuses and
other
incentives Profit
sharing
(I) Remuneration from the company drafting the financial statements 6,000 89,113 297,0456 392,158 (II) Remuneration from subsidiaries and associates (III) Total 6,000 89,113 297,045 392,158
5 The details of the fees paid by committee are shown in the table “Independent Directors’ remuneration” at page 17 6 For Executive Director Dario Treves, “Other compensation” relates to fees for legal and contractual services provided to the Group.
27 Table 1: Fees paid to the Board of Statutory Auditors as of June 30, 202 6 First and last name Position held Term of office End of term Fixed
remuneration Remuneration
for committee
meetings7 Variable non -equity remuneration Non-monetary
benefits Other
remuneration Total Fair value of
equity
remuneration Indemnity
for
termination
of office or
employment
Maria Pia
Maspes Statutory
Auditor 01/07/2025 -
30/06/2026 Approval of FY
2026 financial
statements Bonuses and other
incentives Profit
sharing
(I) Remuneration from the company drafting the financial statements 22,000 22,000 (II) Remuneration from subsidiaries and associates 10,000 10,000 (III) Total 32,000 32,000
Pietro
Piccone
Ferrarotti Statutory
Auditor 01/07/2025 -
30/06/2026 Approval of FY
2026 financial
statements Bonuses and other
incentives Profit
sharing
(I) Remuneration from the company drafting the financial statements 22,000 22,000 (II) Remuneration from subsidiaries and associates 10,000 10,000 (III) Total 32,000 32,000
Paolo Villa Chairman 01/07/2025 -
30/06/2026 Approval of FY
2026 financial
statements Bonuses and other
incentives Profit
sharing
(I) Remuneration from the company drafting the financial statements 27,000 27,000 (II) Remuneration from subsidiaries and associates 12,000 12,000 (III) Total 39,000 39,000
7 The details of the fees paid by committee are shown in the table “Independent Directors’ remuneration” at page 17
28 Table 2: Stock options granted to Directors , General Manager s and other key managers
Option s held at beginning of fiscal years Option s awarded during the fiscal years Option s exercised during the FY Options expired in the FY Option s held at the end of
FY Options
attributable
to the FY Name Role Plan Number of
options Exercise
price Exercise
period
(from -to) No. of
options Exercise
price Exercise
periods Fair
Value on
grant
date Grant
date Share
price on
exercise
date Number
of options Exercise
price Share
price o on
exercise
date Number of options Number of options Fair Value
Abramo
Galante Chairman/CEO
(I) Remuneration from the company drafting the financial statements Stock
Option Plan
2016 -2026 60,000 10.50 from
01/07/2019 to
30/06/2026 60,000 0 0
Stock
Option Plan
2016 -2026 60,000 10.50 from
01/07/2022 to
30/06/2026 60,000 0 0
Stock
Option Plan
2016 -2026 80,000 10.50 from
01/07/2025 to
30/06/2026 80,000 0 0 (II) Remuneration from
subsidiaries and
associates
(III) Total
200,000 200,000 0 0
29
Option s held at beginning of fiscal years Option s awarded during the fiscal years Option s exercised during the FY Options expired in the FY Option s held at the end of
FY Options
attributable
to the FY Name Role Plan Number of
options Exercise
price Exercise
period
(from -to) No. of
options Exercise
price Exercise
periods Name Role Plan Number of options Exercise
price Exercise
period
(from -to) No. of options Exercise
price Exercise
periods
Raffaele
Galante CEO
(II) Remuneration from the company drafting the financial statements Stock
Option Plan
2016 -2026 60,000 10.50 from
01/07/2019 to
30/06/2026 60,000 0 0
Stock
Option Plan
2016 -2026 60,000 10.50 from
01/07/2022 to
30/06/2026 60,000 0 0
Stock
Option Plan
2016 -2026 80,000 10.50 from
01/07/2025 to
30/06/2026 80,000 0 0 (II) Remuneration from
subsidiaries and
associates
(III) Total
200,000 200,000 0 0
30
Option s held at beginning of fiscal years Option s awarded during the fiscal years Option s exercised during the FY Options
expired in
the FY Option s held at the end of
FY Options
attributable
to the FY Name Role Plan Number of
options Exercise
price Exercise
period (from -
to) No. of
options Exercise
price Exercise
periods Name Role Plan Number of options Exercise
price Exercise
period
(from -to) No. of options Exercise price Exercise
periods
Stefano
Salbe CFO
(I) Remuneration from the company drafting
the financial
statements Stock
Option Plan
2016 -2026 36,000 10.50 from
01/07/2019 to
30/06/2026 36,000 10.50 10.68 0 0 0
Stock
Option Plan
2016 -2026 36,000 10.50 from
01/07/2022 to
30/06/2026 24,000
12,000 10.50
10.50 10.68
10.79 0 0 0
Stock
Option Plan
2016 -2026 48,000 10.50 from
01/07/2025 to
30/06/2026 3,000 10.50 10.79 45,000 0 0 (II) Remuneration from
subsidiaries and
associates
(III) Total
120.000 0 75,000 45,000 0 0
31
Option s held at beginning of fiscal years Option s awarded during the fiscal years Option s exercised during the FY Options
expired in
the FY Option s held at the end of
FY Options
attributable
to the FY Name Role Plan Number of
options Exercise
price Exercise
period (from -
to) No. of
options Exercise
price Exercise
periods Name Role Plan Number of options Exercise
price Exercise
period
(from -to) No. of options Exercise price Exercise
periods
Dario
Treves Executive
Director
(II) Remuneration in the company that prepares the financial statement Stock
Option Plan
2016 -2026 15,000 10.50 from
01/07/2019 to
30/06/2026 10,000 10.50 10.79 5,000 0 0
Stock
Option Plan
2016 -2026 15,000 10.50 from
01/07/2022 to
30/06/2026 0 0 0 15,000 0 0
Stock
Option Plan
2016 -2026 20,000 10.50 from
01/07/2025 to
30/06/2026 0 0 0 20,000 0 0 (II) Remuneration from
subsidiaries and
associates
(III) Total
50,000 10,000 40,000 0 0
32 Table 3B: Monetary incentive plans for Directors , General Managers and other key manager personnel
A B (1) (2) (3) (4)
Name and last name Position held Plan Bonus for the year Prior year bonuses Other bonuses Abramo Galante Chairman/CEO (A) (B) (C) Payable/Paid Deferred Reference period No longer payable Payable/Paid Still deferred (I) Remuneration in the company that prepares the financial statements MBO 120,000 01/07/2025 -
30/06/2026 0
(I) Remuneration in the company that prepares the financial statements LTI 0 0 (II) Remuneration from subsidiaries and
associates
(III) Total 120,000 0
A B (1) (2) (3) (4)
Name and last name Position held Plan Bonus for the year Prior year bonuses Other bonuses Raffaele Galante CEO (A) (B) (C) Payable/Paid Deferred Reference period No longer payable Payable/Paid Still deferred (I) Remuneration in the company that prepares the financial statements MBO 120,000 01/07/2025 -
30/06/2026 0
(I) Remuneration in the Company that prepares the financial statements LTI 0 0 (II) Remuneration from subsidiaries and
associates
(III) Total 120,000 0
33
A B (1) (2) (3) (4)
Name and last name Position held Plan Bonus for the year Prior year bonuses Other bonuses Stefano Salbe CFO/Executive Director (A) (B) (C) Payable/Paid Deferred Reference period No longer payable Payable/Paid Still deferred (I) Remuneration in the company that prepares the financial statements MBO 100,859 01/07/2025 -
30/06/2026 0
(I) Remuneration in the company that prepares the financial statements LTI 0 0
(II) Remuneration from subsidiaries and
associates
(III) Total
100,859 0
A B (1) (2) (3) (4)
Name and last name Position held Plan Bonus for the year Prior year bonuses Other bonuses Dario Treves Executive Director (A) (B) (C) Payable/Paid Deferred Reference period No longer payable Payable/Paid Still deferred (I) Remuneration in the company that prepares the financial statements MBO 89,113 01/07/2025 -
30/06/2026 0
(I) Remuneration in the company that prepares the financial statements LTI 0 0 (II) Remuneration from subsidiaries and
associates
(III) Total
89,113 0
34 Table 7 -ter in accordance to Annex 3A of the Issuers’ Regulation
Shareholdings of Directors, Statutory Auditors and Key Management Personnel Name Company Shares held at June 30, 2025 Shares acquired Shares sold Shares held at June 30, 2026 Galante Abramo Digital Bros S.p.A. 4,937,812 0 0 4,937,812 Galante Davide Digital Bros S.p.A. 253,728 0 0 253,728 Galante Raffaele Digital Bros S.p.A. 4,678,736 0 0 4,678,736 Stefano Salbe Digital Bros S.p.A. 15,526 75,000 0 90,526 Dario Treves Digital Bros S.p.A. 0 10,000 0 10,000
There are no key managers except for the members of the Board of Directors.