DIGITAL BROS S.P.A.
2026 -2032 PHANTOM SHARE PLAN
INFORMATION DOCUMENT
Prepared pursuant to Article 114 -bis of Legislative Decree No. 58 of 24 February 1998, as amended, and Article 84 -bis of the Regulation adopted by Consob pursuant to Resolution No. 11971 of 14 May 1999, as subsequently amended.
Date of approval: J uly 20, 2026
Digital Bros S.p.A.
Via Tortona, 37 – 20144 Milano, Italia VAT Number 09554160151 Share Capital: Euro 6.024.334,8 of which Euro 5 ,740,014.80 subscribed Milan Companies House No. 290680 -Vol. 7394 Chamber of Commerce Number 1302132
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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3 INTRODUCTION
This information document (the "Information Document" ) has been prepared in accordance with Article 114 -bis of Legislative Decree No. 58 of 24 February 1998, as subsequently amended (the "TUF" ), Article 84 -bis of the regulation adopted by Consob under Resolution No. 11971 of 14 May 1999, as subsequently amended (the "Issuers' Regulation" ), and Table No. 7 of Annex 3A to the Issuers' Regulation.
On July 20, 2026, the Board of Directors of Digital Bros S.p.A. ("Digital Bros" or the "Company" ), following the recommendation of the Remuneration Committee, resolved to propose the adoption of the 2026 –2032 Phantom Share Plan (the "Plan" ) for approval by the Shareholders' Meeting.
The Plan qualifies as a "plan of particular significance" for the purposes of Article 114 -bis, paragraph 3, of the TUF and Article 84 -bis, paragraph 2, of the Issuers' Regulation, as it is intended, among others, for members of the Company's Board of Directors.
This Information Document is available at the Company's registered office, on the Company's website (www.digitalbros.com ) and through the authorised storage mechanism 1Info, in accordance with applicable law.
4 GLOSSARY
For the purposes of the Rules, the following terms shall be defined as set out b elow:
Award : the gross cash amount payable to a Beneficiary upon the exercise of an Option. The Award is equal to the positive difference, if any, between the applicable Exercise Price on the Exercise Notice Date and the corresponding Grant Price.
Beneficiaries : the individuals eligible to participate in the Plan, as further described in Section 1.
Board of Directors: the B oard of Directors of Digital Bros S.p.A..
Business Day : any day on which Borsa Italiana S.p.A. is open for trading (trading day).
Cap: in respect of each Vesting Period, the maximum number of Options that may be exercised by each Beneficiary , as determined in Section 4.4.
Company : Digital Bros S.p.A.
EBIT : the Group's consolidated earnings before interest and taxes, as reported in the consolidated financial statements for the relevant fiscal year.
Excess Options: the Options that may not be exercised in respect of the relevant Vesting Period because they exceed the applicable Cap. Such Options shall be carried forward and added to the Options granted in respect of the following Vesting Period and shall be subject to the same vesting and exercise terms applicable to those Options under these Rules.
Exercise Notice : the notice submitted by a Beneficiary to exercise Options that have vested in accordance with the terms and conditions of the Plan. For the avoidance of doubt, an Exercise Notice may relate to all or only a portion of the Vested Options.
Exercise Price the arithmetic average of the Shares ’ Reference Price over the thirty (30) Business Days preceding the end of the calendar quarter immediately before the quarter in which the Exercise Notice is submitted , from the first Vesting Date until the Final Expiry Date.
Final Expiry Date : June 30 , 2033, being the last date on which a Beneficiary may submit an Exercise Notice.
First Grant Date : the date on which the Board of Directors resolves to make the initial grant of Options to the Initial Beneficiaries, following the approval of the Plan by the Shareholders' Meeting. Such date shall be the same for, and applicable to, all Initial Beneficiar ies.
First Grant Date : the date on which the Board of Directors grants the initial Options to the Initial Beneficiaries following approval of the Plan by the Shareholders' Meeting. The First Grant Date shall be the same for all Initial Beneficiaries.
First Vesting Period : the first of the three Vesting Periods in the Vesting Schedule, covering the fiscal years 2026 – 2027 and 2027 –2028.
Gate : the performance condition that must be satisfied for the relevant incentive to vest . It consists of the achievement of a positive cumulative EBIT, calculated as the aggregate EBIT for each fiscal year within the relevant Vesting Period.
5 Grant Date: the First Grant Date or, in the case of Options granted after the First Vesting Period, the date on which the Board of Directors resolves to grant the relevant Options to the Beneficiary, as specified in the applicable Grant Letter. For the avoidance of doubt, where a Beneficiary receives more than one grant, each grant shall have its own Grant Date. By way of illustration, if a Beneficiary receives one grant relating to the First Vesting Period and a subsequent grant r elating to the Second and/or Third Vesting Periods, each grant shall be subject to the corresponding Grant Date .
Grant Price means, as applicable, the Initial Grant Price or the Subsequent Grant Price.
Group or Digital Bros Groups : the Company together with its subsidiaries , according to A rticle 93 TUF.
Initial Beneficiaries : the Beneficiaries designated by the Board of Directors within 60 days following the approval of the Plan by the Shareholders' Meeting, who participate in the Plan from the First Vesting Period.
Initial Grant Price means, in respect of each Initial Beneficiary, the arithmetic average of the Shares ’ Reference Price over the thirty (30) Business Days ending on (and including) the Reference Date, as adjusted downward in accordance with Article 5.3 (Adjustment for Dividends) of the Plan Rules.
Maximum Limit: an amount equal to 300% of the Beneficiary’s Total Remuneration.
Maximum Number of Options: the maximum number of Options that the Board of Directors may grant to each Beneficiary under the Plan, subject to the overall limit approved by the Shareholders' Meeting.
Option : a unit representing the value of one (1) Share, that entitles the Beneficiary, upon exercise and subject to the terms of the Plan, to receive an Award.
Plan : Digital Bros’ 2026 -2032 Phantom Shares Plan, as approved by the Shareholders’ Meeting.
Plan Rules: the rules governing the implementation of the Plan, as adopted by the Board of Directors.
Reference Date : June 30, 2026.
Remuneration Committee : the committee established by the Board of Directors to assist it in matters relating to the remuneration of directors, with advisory, consultative and oversight functions.
Second Vesting Period : the second of the three Vesting Periods in the Vesting Schedule, corresponding to the fiscal years 2028 –2029 and 2029 –2030.
Service Relationshi p: as applicable, the directorship, employment and/or consultancy relationship existing between a Beneficiary and the Company and/or any company within the Group.
Shares : the ordinary shares of the Company admitted to trading on the Euronext STAR Milan market organised and managed by Borsa Italiana S.p.A . (ISIN IT0001469995 ).
Shareholders’ Meeting : the Shareholders’ M eeting of Digital Bros S.p.A.
Subsequent Beneficiaries: the Beneficiaries designated by the Board of Directors after the Initial Beneficiaries. They shall participate in the Plan only in respect of the Vesting Period immediately following the one when they are designated. By way of illustration, a Beneficiary designated during the First Vesting Period shall participate in the Plan solely in respect of the Second and Third Vesting Periods. Similarly, a Beneficiary designated during the Second Vesting Per iod shall participate in the Plan solely in respect of the Third Vesting Period.
6 Subsequent Grant Price : in respect of each Subsequent Beneficiary, the arithmetic average of the Shares ’ Reference Price over the thirty (30) Business Days preceding the relevant Grant Date, as adjusted downward in accordance with Article 5.3 (Adjustment for Dividends) in the Plan Rules.
Third Vesting Period : the third of the three Vesting Periods in the Vesting Schedule, corresponding to the fiscal years 2030 –2031 and 2031 –2032.
Total Remuneration: the fixed remuneration of each Beneficiary, consisting, as applicable, of directors' fees, salary and/or gross annual consultancy fees accrued during the relevant Vesting Period.
Vesting Date: the date on which the Options vest in accordance with Section 4.2 .
Vesting Period : each of the three two-year vesting periods applicable to the Options.
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7 1. BENEFICIARIES
1.1 Named Beneficiaries who are members of the Board of Directors The Plan is intended for the following members of the Company's Board of Directors:
• Abramo Galante (Chairman of the Board of Directors and Chief Executive Officer): no. 150,000 Options • Raffaele Galante (Chief Executive Officer): no. 150,000 Options • Stefano Salbe (Chief Financial Officer and Executive Director): no. 90,000 Options • Dario Treves (General Counsel and Executive Director): no. 40,000 Options 1.2 Categories of employees or collaborators eligible to participate in the Plan The Plan is also intended for employees and collaborators of the Company and the Group, to be identified at the sole discretion of the Board of Directors from among those holding positions or performing functions that are considered to significantly contribute to the achievement of the Company's objectives.
The number of Options to be granted to Beneficiaries other than those expressly identified in Section 1.1 will be determined by the Board of Directors. In any event, the aggregate number of Options granted under the Plan shall not exceed the Maximum Number of Options.
1.3 Named Beneficiaries belonging to the categories referred to in Article 84 -bis of the Issuers' Regulation Not applicable, as none of the Beneficiaries, other than the members of the Board of Directors listed in Section 1.1, falls within the categories specifically identified by the applicable regulations, namely:
a) general managers of the issuer;
b) other executives with strategic responsibilities of an issuer that does not qualify as a "smaller company" pursuant to Article 3, paragraph 1(f), of CONSOB Regulation No. 17221 of 12 March 2010, who have received, during the relevant fiscal year, total remuneration (calculated as the sum of cash remuneration and remuneration based on financial instruments) exceeding the highest total remuneration paid to members of the Board of Directors (or the Management Board, where applicable) and to the issuer's general managers;
c) natural persons controlling the issuer whose shares are admitted to trading, who are employees of, or provide consulting or other services to, the issuer.
1.4 Description of, and numerical information regarding, the Beneficiaries The terms and conditions of the Plan are the same for all Beneficiaries. The only distinguishing factor is the number of Options granted to each Beneficiary, which reflects his or her role and level of responsibility within the Group.
8 2. PURPOSE OF THE PLAN
2.1 Objectives of the Plan The Plan is intended to:
• align the interests of the Beneficiaries with those of the Company's shareholders, thereby promoting sustainable value creation over the medium and long term;
• encourage the achievement of financial and operating performance targets by linking variable remuneration to the Group's results;
• attract, retain and motivate the Company's key personnel, thereby reducing the risk of losing critical expertise;
and • further incentivise management to pursue the Group's medium - to long -term growth and development strategy.
2.2 Performance Conditions The vesting of the Options is subject to the achievement of the Gate, which is defined as the Group achieving positive consolidated EBIT for each Vesting Period.
This performance measure has been selected because it:
• provides an objective and measurable indicator of the Group's operating performance; and • is aligned with the Group's objectives of sustainable growth and profitability.
2.3 Criteria for Determining Awards The number of Options granted to each Beneficiary will be determined taking into account:
• the Beneficiary's role and responsibility;
• the contribution of the position to the Group's value creation;
• market practice for comparable positions; and • the need to ensure an appropriate level of incentive and retention.
In any event, the aggregate value of the Options exercisable by each Beneficiary in respect of each Vesting Period may not exceed the applicable Cap.
2.4 Financial Instruments Not Issued by the Company Not applicable.
2.5 Tax and accounting considerations The structure of the Plan has not been influenced by tax or accounting considerations. For accounting purposes, the Plan will be treated as a cash -settled share -based payment in accordance with IFRS 2. The tax treatment applicable to each Beneficiary will be determined in accordance with the applicable laws and regulations.
2.6 Support from the Special Fund for employee participation The Plan does not receive any support from the Special Fund for the Promotion of Employee Participation in Enterprises established pursuant to Article 4, paragraph 112, of Law No. 350 of 24 December 2003.
9 3. APPROVAL AND IMPLEMENTATION OF THE PLAN
3.1 Authority Delegated to the Board of Directors The Shareholders' Meeting will be asked to grant the Board of Directors all powers necessary to implement the Plan, including, without limitation:
• the approval of the Plan Rules;
• the identification of the Beneficiaries not expressly named in this Information Document;
• the determination of the number of Options to be granted;
• the verification that the Gate has been achieved;
• the calculation of the Cap; and • the adoption of any other measures necessary to implement the Plan.
3.2 Administration of the Plan The Board of Directors is responsible for the administration of the Plan, with the support of the Remuneration Committee and the relevant corporate functions. The Board of Directors may also delegate responsibility for implementing the Plan to one or more of its members, in particular the Chief Executive Officers.
3.3 Amendments to the Plan The Board of Directors may: (i) grant the Options to additional Beneficiaries or increase the number of Options granted to the Beneficiaries, provided that the Maximum Number of Options is not exceeded; and (ii) amend the Plan to reflect any changes in applicable laws or regulations.
In the event of extraordinary corporate transactions affecting the number of the Company's Shares (including share splits, reverse share splits or share capital increases), the Board of Directors shall adjust the number of the Options granted to each Beneficiary as necessary to preserve their rights under the Plan. Where appropriate, the Board of Directors may also increase the Maximum Number of Options and shall inform its shareholders at the first Shareholders' Meeting convened following the relevant change in the number of Shares. The number of Options granted to each Beneficiary shall be adjusted by applying the ratio between the number of Shares outstanding on the relevant Grant Date and the number of Shares outstanding on the relevant exercise date.
3.4 Settlement of Awards No Shares will be granted under the Plan. The Plan provides exclusively for the grant of Options, the exercise of which may entitle Beneficiaries to receive cash Awards in accordance with its terms and conditions.
3.5 Role of the Board of D irectors and conflicts of interest The Board of Directors, following the recommendation of the Remuneration Committee, approved the structure of the Plan. Any director who is also a Beneficiary shall abstain from participating in any resolution concerning his or her own participation in the Plan, in accordance with Article 2391 of the Italian Civil Code.
10 3.6 Approval of the Proposal to Submit the Plan to the Shareholders' Meeting The Remuneration Committee reviewed the Plan on July 14, 2026 , expressing its favourable opinion.
The Board of Directors approved the proposal to submit the Plan to the Shareholders' Meeting on July 20 , 2026.
3.7 Date of the grant decisions Information relating to the grant decisions will be disclosed in accordance with Article 84 -bis, paragraph 5(a), of the Issuers' Regulation.
3.8 Market price of the Company’s Shares on the relevant dates On the date the Remuneration Committee approved the proposal (July 14, 2026 ), the closing price of Digital Bros' Shares was Euro 11.32.
On the date the Board of Directors approved the proposal (July 20, 2026 ), the closing price of Digital Bros' Shares was Euro 10.96 .
3.9 Timing of Grants and Inside Information Options will be granted in full compliance with the applicable disclosure obligations and the Company's internal procedures governing the management of inside information.
11 4. TERMS OF THE PLAN
4.1 Description of the Plan The Plan provides for the grant, free of charge, of Options entitling Beneficiaries to receive a cash Award, subject to the achievement of the applicable Gate and the Beneficiary's continued Service Relationship, without prejudice to the provisions of Sect ion 4.8.
4.2 Term of the Plan and Vesting Schedule
Plan Term
The Plan shall remain in effect for six fiscal years, commencing on July 1, 2026 and ending on June 30, 2032.
Vesting
The Options granted to the Original Beneficiaries shall vest 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 Options granted to Subsequent Beneficiaries shall vest as follows:
(i) where vesting occurs over two tranches:
• First tranche ( July 1, 2028 – June 30, 2030 ): 48% of the Options;
• Second tranche ( July 1, 2030 – June 30, 2032): 52% of the Options;
(ii) where vesting occurs over a single tranche:
• July 1, 2030 – June 30, 2032: 100% of the Options.
4.3 Expiry of the Plan The Plan shall expire on June 30, 2033, being the final date on which the vested Options may be exercised.
4.4 Maximum Number of Options The maximum aggregate number of Options that may be granted under the Plan amounts to no. 700,000.
The maximum number of Options that may be exercised by each Beneficiary shall be determined by the Board of Directors at the end of each Vesting Period. The Options may be granted to each Beneficiary on one or more occasions.
The number of Options shall be determined by comparing the theoretical value of the Award at the end of each Vesting Period and the applicable Cap. If the theoretical value of the Award exceeds the applicable Cap, the number of exercisable Options shall be reduced on a pro rata basis so that the value of the Award does not exceed the applicable Cap. Any remaining Options shall qualify as Excess Options in accordance with the Plan Rules.
Where the number of Options exceeds the applicable Cap, the Excess Options may not be exercised during the relevant Vesting Period . Such Excess Options will be carried forward and added to the Options granted for the immediately following Vesting Period, where they will vest in accordance with the terms and conditions applicable to that Vesting Period, including the relevant Cap.
12 The same mechanism shall apply to each subsequent Vesting Period. Any Excess Options remaining after application of the Cap for the Third Vesting Period shall automatically lapse and may not be exercised.
4.5 Terms and Conditions of the Plan
Vesting Conditions
• The achievement of the Gate for each Vesting Period;
• The Beneficiary’s continu ed Service Relationship with the Company.
Exercise
The Vested Options may be exercised at any time up to the Expiry Date of the Plan, with no interim exercise requirements.
Without prejudice to the following paragraph, the Award shall be paid through the first available payroll cycle following receipt of the Beneficiary's Exercise Notice or, where the Beneficiary is not paid through payroll, by the end of the calendar month following the month in which the Exercise Notice is submitted.
Where a Beneficiary exercises the Options immediately following the end of a Vesting Period, the corresponding Award will be paid only after the Board of Directors has approved the Group's consolidated financial statements for that Vesting Period.
If the Gate is not achieved, the Options granted in respect of that Vesting Period, including any Excess Options, may not be exercised and shall automatically lapse.
Award Value
The Award shall equal the positive difference, if any, between the Exercise Price and the individual Grant Price.
Determination of Prices • Exercise Price : the arithmetic average of the Reference Price of the Shares over the 30 Business Days preceding the end of the quarter immediately before the quarter in which the Exercise Notice is submitted .
• Dividend Adjustment : the Grant Price shall be reduced by the amount of any dividends distributed by the Company after the relevant Grant Date.
Clawback
Without prejudice to the Company's right to seek compensation for any further loss or damage, the Company may, within three years of payment of the Award and irrespective of whether the Service Relationship is ongoing or has terminated, require repayment o f all or part of the Award where, following a resolution of the Board of Directors, it is determined that one of the following trigger events has occurred: (i) the achievement of the Gate for the relevant Vesting Period was attributable to wilful misconduct or gross negligence on the part of the Beneficiary; or (ii) the EBIT for the relevant Vesting Period was determined on the basis of data subsequently found to be inaccurate or intentionally misstated and therefore required to be restated in accordance with the International Financial Reporting Standards in for ce from time to time.
13 4.6 Transfer Restrictions The O ptions are personal to each Beneficiary and may not be transferred inter vivos , pledged, used as security or made subject to any third -party proprietary rights.
4.7 Hedging Transactions No specific provisions apply in relation to hedging transactions.
4.8 Consequences of Termination of the Relationship
Bad Leaver
Where the Service Relationship terminates as a result of the Beneficiary's resignation or voluntary withdrawal, or removal from office, dismissal or termination for cause by the Company, all unvested Options, including any Excess Options, together with any vested but unexercised Options, shall automatically lapse.
Good Leaver
• Delisting or Change of Control: in the event of the delisting of the Shares or a change of control of the Company, occurring where the ultimate beneficial owner exercising control over the Company is no longer affiliated with the Galante family, Beneficiaries may exercise all vested Opti ons until the Expiry Date of the Plan, while all unvested Options, including any Excess Options, shall automatically lapse.
• Death: vested Options shall pass to the Beneficiary's heirs, who may exercise them until the Expiry Date of the Plan.
4.9 Other Grounds for Cancellation No additional grounds for cancellation are provided under the Plan.
4.10 Buy -back Rights Not applicable.
4.11 Loans or Other Financial Assistance Not applicable.
4.12 Estimated Cost of the Plan The cost of the Plan will depend on the achievement of the Gate , on the number of Options that ultimately vest and on the performance of the Company's share price. In any event, the maximum amount payable to each Beneficiary is limited by the applicable Cap.
4.13 Dilutive Effects The Plan will not create any dilution for shareholders, as it provides exclusively for cash -settled Awards.
4.14 Restrictions on Voting Rights Not applicable.
14 4.15 Information Relating to Unlisted Shares Not applicable.
4.16–4.23 Information Specific to Stock Option Plans Not applicable, as the Plan does not constitute a stock option plan.
4.24
Table No. 1 referred to in Section 4.24 of Schedule 7 of Annex 3A to the Issuers' Regulation will be made available in accordance with Article 84 -bis, paragraph 5(a), of the Issuers' Regulation.
5. FINAL PROVISIONS
The Information Document will be supplemented with any additional information that becomes available during the implementation of the Plan, in accordance with Article 84 -bis, paragraph 5, of the Issuers' Regulation.
Digital Bros S.p.A.
The Board of Directors Milan, July 20, 2026
This Information Document has been prepared in accordance with the applicable laws and regulations, taking into account established market practice relating to incentive plans based on financial instruments.