DIGITAL BROS S.P.A.
2026 -2032 PHANTOM SHARES PLAN
PLAN RULES
RESERVED F OR MEMBERS OF THE BOARD OF DIRECTORS AND THE MANAGEMENT
OF DIGITAL BROS GROUP
Date of approval : July 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 ARTICLE 1 - RECITALS AND PURPOSE
These rules ("Rules ") set out the terms and conditions of Digital Bros ’ 2026 -2032 Phantom Share Plan incentive scheme (the "Plan ").
The Plan is intended for executive directors and selected employees and consultants of Digital Bros S.p.A. ("Digital Bros ", the " Company " or the " Issuer ") and its group (the " Group ") who, in the opinion of the Board of Directors, make a significant contribution to the achievement of the Group's objectives.
The Plan is designed to align the interests of its beneficiaries with the long -term success of the Group while serving as an effective tool for attracting, motivating and retaining key talent. It forms an integral part of the Company's remuneration framewo rk by complementing fixed remuneration with a variable incentive linked to the achievement of predefined performance objectives, in line with the best market practice.
The Plan is intended, in particular, to:
• align the interests of beneficiaries with those of the Company's shareholders by fostering sustainable value creation over the medium and long term;
• support the achievement of the Group's financial and operating objectives by linking variable remuneration to business performance;
• strengthen the retention of key personnel and reduce the risk of losing important skills and expertise; and • encourage management to pursue the Group's long -term growth and development strategy.
The Rules have been prepared in accordance with the applicable laws and regulations, including the relevant tax and social security provisions, and comply with Article 114 -bis of Legislative Decree No. 58 of February 24, 1998, as subsequently amended (the "TUF").
4 ARTICLE 2 - DEFINITIONS
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 individual Grant Price.
Beneficiaries : the executive directors and selected employees and consultants of the Company or any member of the Group designated by the Board of Directors to participate in the Plan, who, in the opinion of the Board of Directors, make a significant contribution to the achievement of the Group's objectives.
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 a Beneficiary, determined by reference to the Maximum Limit. The Cap is calculated by comparing the Theoretical Award Value for the relevant Vesting Period with the a pplicable Maximum Limit. Under no circumstances may the Theoretical Award Value exceed the Maximum Limit.
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 belonging to the following Vesting Period and shall be subject to the same vesting and exercise terms applicable to those Options .
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 Notice Date : the date on which the Company receives a duly completed Exercise Notice.
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. By way of example , if an Exercise Notice is submitted on June 10 (fourth quarter), the Exercise Price shall be calculated by reference to the period from January to March (third quarter).
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 grants the initial Options to the Initial Beneficiaries following the 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. By way of example , assuming that the First Vesting Period comprises the fiscal years ending on June 30, 2027
5 and June 30, 2028, if EBIT is negative by Euro 100 thousand in the first fiscal year and positive by Euro 300 thousand in the second fiscal year of the relevant Vesting Period, the Gate will be satisfied because cumulative EBIT is positive.
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 Letter the letter delivered or sent by the Board of Directors to each Beneficiary notifying , among other things, of: (i) participation in the Plan; (ii) the number of Granted Options; and (iii) the relevant Grant Date.
Grant Price means, as applicable, the Initial Grant Price or the Subsequent Grant Price.
Granted Options the total number of Options granted free of charge to each Beneficiary , which may not be transferred inter vivos . Where a Beneficiary receives more than one grant, each grant shall vest independently in accordance with the applicable Vesting Schedule. By way of example , where an Initial Beneficiary also becomes a Subsequent Beneficiary by being granted additional Options at a later date , such additional Options shall follow the Vesting Schedule applicable to th e relevant vesting period, pursuant to Article 4 below.
Group or Digital Bros Groups : the Company and 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 : 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).
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 to receive an Award upon exercise , subject to the terms of the Plan.
Plan: Digital Bros’ 2026 -2032 Phantom Shares Plan, as approved by the Shareholders’ Meeting.
Plan Expiry Date : June 30 , 2032.
Quarter : each calendar quarter of the Company's fiscal year: (i) the first Quarter shall comprise the months from July to September; (ii) the second Quarter shall comprise the months from October to December; (iii) the third Quarter shall comprise the months from January to March; and (iv) the fourth Quarter shall c omprise the months from April to June.
Reference Date : June 30, 2026.
Reference Price: the official reference price of the Shares calculated by Borsa Italiana S.p.A. .
Rules : the rules governing Digital Bros ’2026 –2032 Phantom Share Plan incentive plan .
6 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 example , 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 Period shall participate in the Plan solely in respect of the Third Vesting Period.
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).
Theoretical Award Value : the theoretical value of the Award, as determined by the Board of Directors at the end of each Vesting Period for the purposes of calculating the Cap and verifying satisfaction of the Gate.
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.
Vested Options the Granted Options that have vested under the Plan and may therefore be exercised by the Beneficiary , in whole or in part, therefore entitling to receive the Award.
Vesting Date: the date on which the Options vest in accordance with the applicable Vesting Schedules.
Vesting Period : each of the three two-year vesting periods applicable to the Options.
Vesting Schedule : the schedule setting out the Vesting Periods applicable to each grant, as specified in Article 4.
7 ARTI CLE 3 - BENEFICIARIES
3.1 Beneficiaries holding positions within the Company The Plan is addressed to executive directors and selected employees and collaborators of the Company, who are designated by the Board of Directors, in its sole and absolute discretion, as holding positions or performing functions that significantly contribute to the achievement of the Group’s objectives .
3.2 Designation of additional beneficiaries The Board of Directors may, at any time during the term of the Plan , designate additional Beneficiaries from among the executive directors, employees and consultants of the Group who make a significant contribution to the achievement of the Group’s objectives 3.3 Selection criteria In selecting the Beneficiaries, the Board of Directors shall take into account, among other factors:
• the individual's role and level of responsibility within the Group;
• the individual's contribution to the creation of long -term shareholder value;
• the prevailing market practice for comparable positions; and • the need to attract, motivate and retain key talent.
ARTIC LE 4 – CHARACTERISTICS OF THE P LAN
4.1 Term of the Plan The Plan shall remain in effect for a period of six (6) fiscal years , commencing on July 1st, 2026 and ending on June 30th, 2032 .
4.2 Vesting schedule 4.2.1 The Options granted to each Initial Beneficiary shall vest as follows:
• First Vesting Period: July 1st, 2026 –June 30th, 2028: 24% of the Granted Options;
• Second Vesting Period : July 1st,2028 – June 30th, 2030: 24% of the Granted Options; and • Third Vesting Period : July 1st, 2030 – June 30th, 2032: 52% of the Granted Options.
4.2.2 Options granted to Subsequent Beneficiaries shall vest as follows:
(i) : where the grant covers the Second and Thir d Vesting Periods :
a. Second Vesting Period: July 1st,2028 – June 30th, 2030 : 48% of the Granted Options ;
b. Third Vesting Period : July 1st, 2030 – June 30th, 2032 : 52% of the Granted Options .
(ii) where the grant relates only to the Third Vesting Period , 100% of the Granted Options shall vest during the period from July 1st, 2030 to June 30th, 203 2.
8 4.3 Performance Condition (Gate) The vesting of the Options is subject to satisfaction of the applicable Gate at each Vesting Perio d.
The Gate shall be deemed satisfied where cumulative EBIT for the relevant Vesting Period is positive, as determined by the Board of Directors by reference to the Group's consolidated financial statements for the two fiscal years comprising the relevant Vesting Period.
Where a Beneficiary exercises the Options immediately at the end of a Vesting Period, the corresponding Award shall not be paid until after the approval of the Group ’s consolidated financial statements .
If the Gate is not satisfied , the Options granted in respect of the relevant Vesting Period, including any Excess Options carried forward from the previous Vesting Period, shall not vest and may not be exercised. Such Options shall automatically lapse and cease to have any force or effect.
4.4 Exercise of Options A Beneficiary may exercise any or all of the Vested Options at any time from the relevant Vesting Date until the Final Expiry Date , with no obligation to exercise vested Options before such date .
Subject to Article 4.3, the corresponding Award shall be paid with the first available payroll cycle following receipt of the Exercise Notice or, where the Beneficiary is not paid through payroll, no later than the end of the calendar month following the month in which the Exercise Notice is received.
ARTIC LE 5 – DETERMINA TION OF THE PRICES USED TO CALCULAT E THE AWARD
5.1 Grant Price Initial Grant Price The Initial Grant Price applicable to each Initial Beneficiary shall be the arithmetic average of the Reference Price of the Shares over the thirty (30) Business Days ending on (and including) the Reference Date, as adjusted, where applicable, in accordanc e with Article 5.3.
Subsequent Grant Price The Subsequent Grant Price applicable to each Subsequent Beneficiary shall be the arithmetic average of the Reference Price of the Shares over the thirty (30) Business Days preceding the relevant Grant Date, as adjusted, where applicable, in accordance wit h Article 5.3.
5.2 Exercise Price The Exercise Price shall be the arithmetic average of the Reference Price of the Shares over the thirty (30) Business Days preceding the last day 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.
5.3 Adjustment for dividends The Grant Price shall be adjusted to reflect any dividends distributed by the Company after the relevant Grant Date by reducing it by the amount of such distributions.
9 ARTICLE 6 – AWARD DETERMINATION AND LIMITS
6.1 Calculation of the Award Upon the valid exercise of the Vested Options, each Beneficiary shall be entitled to receive an Award equal to the positive difference, if any, between the applicable Exercise Price on the Exercise Notice Date and the relevant Grant Price, multiplied by the number of Options exercised.
The Award shall be calculated as follows:
Award = (Exercise Price − Grant Price) × Number of Options Exercised If the Exercise Price is equal to or lower than the relevant Grant Price, no Award shall be payable.
6.2 Cap
6.2.1 The Board of Directors shall determine the Cap applicable to each Beneficiary at the end of each Vesting Period by reference to the Options that have vested, or would otherwise have vested, during that Vesting Period.
6.2.2 The Cap shall be determined by comparing the Theoretical Award Value calculated for each Beneficiary at the end of the relevant Vesting Period with the applicable Maximum Limit. Under no circumstances may the Theoretical Award Value exceed the Maximum Lim it.
6.2.3 If the Theoretical Award Value exceeds the Maximum Limit, the number of Options that may be exercised shall be limited to the applicable Cap. Any remaining Options shall constitute Excess Options.
6.2.4 Any Excess Options shall be carried forward and added to the Options granted in respect of the immediately following Vesting Period. Those Excess Options shall vest and become exercisable on the same terms and conditions as the Options granted for that Ve sting Period, including with respect to the application of the Cap. The same mechanism shall apply to the Third Vesting Period. If, following the application of the Cap for the Third Vesting Period, any Excess Options remain outstanding, they shall automatically lapse and may not be exercised.
6.2.5 For the purpose of determining the applicable Cap, the total number of Options shall comprise: (i) the Options granted in respect of that Vesting Period; and (ii) any Excess Options carried forward from the previous Vesting Period.
10 ARTIC LE 7 - TERMINATION OF THE RELATIONSHIP WITHT THE COMPANY
7.1 Bad Leaver Where the Beneficiary’s Service Relationship terminates as a result of:
• resignation or voluntary withdrawal; or • removal from office, dismissal or termination for cause, all Options that have not vested as of the effective date of such termination, including any Excess Options, together with any vested but unexercised Options, shall automatically lapse and may no longer be exercised.
7.2 Good Leaver 7.2.1 Delisting or Change of Control In the event of:
• delisting of the Shares; or • a change in the Company's controlling shareholders, occurring where the ultimate beneficial owner exercising control over the Company is no longer affiliated with the Galante family, each Beneficiary may exercise all the Options that have vested up to the date on which the relevant event occurs at any time until the Final Expiry Date. Any Options that have not vested by that date, including any Excess Options, shall automatically lapse.
7.2.2 De ath Upon the death of a Beneficiary, all the Options that have vested as of the date of death shall pass to the Beneficiary's heirs, who may exercise them until the Final Expiry Date.
7.3 Other cases of termination In all other cases of termination of the Service Relationship, the Board of Directors shall determine, in its sole discretion, whether the Beneficiary shall retain all or any of his or her rights under the Plan.
7.4 Reallocation of Options The Board of Directors may reallocate to one or more Beneficiaries any Options forfeited by a Bad Leaver during the First Vesting Period. Any Options so reallocated shall be treated as a new grant, effective from the date of reallocation, and shall vest in accordance with Article 4.2.2.
7.5 Clawback
Without prejudice to the applicable law, the Company may, within three (3) years after payment of an Award, require the Beneficiary to repay all or part of that Award if the Board of Directors determines that: (i) achievement of the applicable Gate resulted from fraudulent conduct or gross negligence on the part of the Beneficiary; or (ii) the Award was calculated on the basis of financial information that is subsequently found to be materially inaccurate and is required to be restated in accordance with the applicable International Financial Reporting Standards. Any repayment obligation under this Article shall survive the termination of the Service Relationship.
11 ARTIC LE 8 - RESTRICTIONS AND PROHIBITIONS
8.1 Non-transferability
The Options are personal to each Beneficiary and may not be assigned, transferred, pledged, charged or otherwise disposed of or encumbered, whether voluntarily or by law, except as expressly provided in these Rules. Any transfer or disposition in breach of this Article shall be ineffective and shall result in the immediate forfeiture of the relevant Options.
8.2 Hedging
A Beneficiary shall not enter into any hedging or similar arrangement intended to reduce or eliminate the economic risk associated with the Options or any Award where doing so would undermine the incentive purpose of the Plan.
ARTIC LE 9 - POWERS OF THE BOARD OF DIRECTORS
9.1 General Powers The Board of Directors may, at its sole and absolute discretion:
• grant Options to additional Beneficiaries or increase the number of Options granted to existing Beneficiaries, provided that the Maximum Number of Options is not exceeded; and • make any amendments to the Plan or the Rules that are necessary to comply with applicable laws or regulations.
9.2 Corporate Actions In the event of any share split, reverse share split, capital increase or other corporate action affecting the Shares, the Board of Directors shall make such adjustments to the number of Granted Options and, where appropriate, to the Maximum Number of Opti ons, as it considers necessary to preserve the economic position of the Beneficiaries under the Plan. Where the Maximum Number of Options is adjusted, the Board of Directors shall inform the Shareholders' Meeting at its first meeting following the relevant adjustment.
Unless otherwise determined by the Board of Directors, adjustments shall be made by applying the ratio between the number of Shares outstanding on the relevant Grant Date and the number outstanding on the relevant Exercise Notice Date.
12 ARTIC LE 10 – ADMINISTRATION OF THE P LAN
10.1 Administration
The Board of Directors shall be responsible for the administration of the Plan and shall have full authority to interpret, implement and operate it . Subject to the powers reserved to the Shareholders' Meeting, the Board of Directors shall adopt the Rules following approval of the Plan and shall determine all matters arising in connection with the interpretation, implementation and administration of the Plan. Any determination made in good faith by the Board of Directors shall be final and binding.
The Board of Directors may delegate any of its powers relating to the administration of the Plan to one or more of its members, including the Chief Executive Officer.
10.2 Notices
All notices and communications relating to the Plan and these Rules shall be made in writing and delivered as follows:
• to the Company: to its registered office and/or by certified electronic mail to digital -bros@registerpec.it;
• to the Beneficiaries: to the address recorded in the Company's records and/or by certified electronic mail and/or ordinary e -mail.
10.3 Exercise Notices Options may be exercised by submitting an Exercise Notice by certified electronic mail (PEC) to the address specified in Article 10.2, indicating the number of Options to be exercised.
ARTI CLE 11 – ACCOUNTING AND TAX T REATMENT
11.1 Accounting Treatment The Plan shall be accounted for as a cash -settled share -based payment in accordance with IFRS 2.
11.2 T ax treatment The tax regime applicable to each Beneficiary from time to time shall be taken into account. The Awards shall be subject to any taxes, social security contributions and other withholdings required under applicable law.
13 ARTI CLE 12 – FINAL PROVISIONS
12.1 Confidentiality
Each Beneficiary shall keep confidential all information relating to the Plan and these Rules, except where disclosure is required by law or by applicable market regulations.
12.2 Processing of Personal Data The Beneficiaries expressly authorise the Company to process their personal data for the purposes of implementing and operating the Plan, in accordance with the applicable data protection legislation.
12.3 Amendments
The Board of Directors may amend the Rules to reflect changes in applicable laws or regulations, provided that such amendments remain consistent with the purpose and principles of the Plan.
12.4 Governing Law The Plan and the Rules shall be governed by the laws of Italy.
12.5 Jurisdiction
The courts of Milan, Italy, shall have exclusive jurisdiction over any dispute arising out of or in connection with the Plan or these Rules.
12.6 Effective Date The Rules shall become effective on the date of their adoption by the Board of Directors, subject to the approval of the Plan by the Shareholders' Meeting.
Digital Bros S.p.A.